Common use of Major Transaction Clause in Contracts

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Major Transaction, the Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Successor Major Transaction, and (2) in the case of all other Major Transactions, the Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall either be treated as an Assumption (as defined below) in accordance with Section 5(d)(ii)(A) below, or, if no election is made by the Holder, as an Organic Change in accordance with Section 5(d)(ii)(B) below, as applicable. Each of the following events shall constitute a “Major Transaction”: (1) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be exchanged for or otherwise changed into (or the shares of Common Stock otherwise become entitled to receive) the same or a different number of shares of a class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (2) the sale or transfer of assets of the Company and/or any of its subsidiaries in one transaction or a series of related transactions for a purchase price of more than 50% of the Company’s Enterprise Value or a sale or transfer of all or substantially all of the Company’s assets (including, for the avoidance of doubt, a sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole); (3) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following the completion of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (4) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of the Company’s Common Stock representing more than 50% of the voting power of the Company’s Common Stock. (5) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; (6) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted on the NYSE and are not promptly listed on either the NASDAQ GS, the NYSE American, the NASDAQ Global Market or the NASDAQ Capital Market; or (7) the Common Stock ceases to be registered under Section 12 of the Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Major Transaction, the Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Successor Major Transaction, and (2) in the case of all other Major Transactions, the Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall either be treated as an Assumption (as defined below) in accordance with Section 5(d)(ii)(A) below, or, if no election is made by the Holder, as an Organic Change in accordance with Section 5(d)(ii)(B) below, as applicable. Each of the following events shall constitute a “Major Transaction”: (1A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be exchanged for or otherwise changed into (or the shares of Common Stock otherwise become entitled to receive) the same or a different number of shares of a class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (2B) the sale or transfer of assets of the Company and/or any of its subsidiaries in one transaction or a series of related transactions for a purchase price of more than 50% of the Company’s Enterprise Value or a sale or transfer of all or substantially all of the Company’s assets (including, for the avoidance of doubt, a sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole); (3C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following the completion of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (4D) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of the Company’s Common Stock representing more than 50% of the voting power of the Company’s Common Stock. (5E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company; (6F) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted on the NYSE and are not promptly listed on either the NASDAQ GS, the NYSE American, the NASDAQ Global Market or the NASDAQ Capital Market; or (7G) the Common Stock ceases to be registered under Section 12 of the Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Major Transaction, the Holder, at its option, may elect require the Company to cause redeem the conversion of this Warrant (Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwise, a “Successor Major Transaction Conversion”) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation of the Successor Major Transaction, and (2) in the case of all other Major Transactions, the Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable time periods set forth herein, then the Major Transaction shall either be treated as an Assumption (as defined below) in accordance with Section 5(d)(ii)(A5(c)(ii) below, or, if no election is made by below unless the Holder, as an Organic Change in accordance Holder waives its rights under this Section 5(c) with Section 5(d)(ii)(B) below, as applicablerespect to that Major Transaction. Each of the following events shall constitute a “Major Transaction”: (1A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be exchanged for or otherwise changed into (or the shares of Common Stock otherwise become entitled to receive) the same or a different number of shares of a the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (2B) the sale or transfer of significant assets of the Company and/or any which, without limitation, shall include, but not be limited to, a sale or transfer of its subsidiaries assets in one transaction or a series of related transactions for a purchase price of more than 50$25,000,000, a sale or transfer of more than 60% of the Company’s Enterprise Value assets or a sale or transfer of all assets or substantially all proprietary rights that are material to the operations and business of the Company’s assets (including, for the avoidance of doubt, a sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole); (3C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following the completion of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (4D) a “person” an issuance or “group” within series of issuances by the meaning Company after the date of Section 13(d) this Warrant, without the Approval of the Exchange ActHolder, other than the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined of an aggregate number of shares of Common Stock in Rule 13d-3 under the Exchange Act excess of 25% of the Company’s outstanding Common Stock representing more than 50% as of the voting power of the Company’s Common Stock.date hereof; (5E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company;; or (6F) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted on the NYSE NASDAQ Global Market and are not promptly re-listed or requoted on either the NASDAQ GSNew York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Capital Market; or (7) the Common Stock ceases to be registered under Section 12 of the Exchange Act.

Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Successor Cash-Out Major TransactionTransaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, Holder may elect to cause the conversion of this Warrant (a “Successor Major Transaction Conversion”) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon consummation require early termination of the Successor Major Transaction, Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below and (2) in the case of all other Major TransactionsTransactions and in the case of a Mixed Major Transaction to the extent of the percentage of the consideration represented by securities of a Successor Entity in the Mixed Major Transaction, the Holder shall have the right to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless Major Exercise. In the event the The Holder shall not have exercised any of may waive its rights under clauses (1this Section 5(c) or (2) above within the applicable time periods set forth herein, then the with respect to any Major Transaction shall either be treated as an Assumption (as defined below) in accordance with Section 5(d)(ii)(A) below, or, if no election is made by the Holder, as an Organic Change in accordance with Section 5(d)(ii)(B) below, as applicableTransaction. Each Consummation of each of the following events shall constitute a “Major Transaction”: (1A) a any (i) merger, reverse merger, reorganization, consolidation, merger, exchange of shares, recapitalization, reorganizationbusiness combination, business combination or other similar eventtransaction involving the Company, other than any such transaction in which (1) following which the holders of the outstanding Common Stock immediately preceding prior to such consolidationtransaction continue (i) to hold, mergerin the aggregate, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or of the surviving entity (bor the parent of the surviving entity) no longer immediately after such transaction and (ii) to have the ability to elect a majority of the board Board of directors Directors of the Company or and (2) as a result of which shares of Common Stock shall be exchanged for or otherwise changed into (or the shares of Common Stock otherwise become entitled to receive) are not exchanged for or changed into the same or a different number of shares of a the same or another class or classes of stock or securities of the Company or another entity entity; or (ii) sale, transfer, issuance or other disposition of, or the acquisition by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of, the beneficial ownership of fifty percent (50%) or more of the total combined voting power of all outstanding equity securities of the Company or any of its subsidiaries, in a single transaction or series of related transactions (collectively, a “Change of Control Transaction”); (2B) the sale or transfer of assets of the Company and/or any of its subsidiaries Company, in one a single transaction or a series of related transactions transactions, to another Person for a purchase price of more than 50% of the Company’s Enterprise Value or a sale or transfer of all or substantially all value of the Company’s assets (including, for as shown on the avoidance of doubt, a sale of all or substantially all of the assets most recent financial statements of the Company and its subsidiaries, taken as a whole)filed with the SEC; (3C) an issuance or series of related issuances by the Company after the date of this Warrant to any person or group of persons acting in concert (regardless of whether such persons constitute a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following the completion of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (4) a “person” or “group” group within the meaning of Section 13(d13(d)(3) of the Exchange Act), other than the Company, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” as defined of an aggregate number of shares of Common Stock in Rule 13d-3 under the Exchange Act excess of 35% of the Company’s outstanding Common Stock representing more than 50% immediately prior to the date of the voting power of the Company’s Common Stock.such issuance; (5D) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company;; or (6E) the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted on the NYSE NASDAQ and are not promptly re-listed or requoted on either the NASDAQ GSNew York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Capital Market; or (7) the Common Stock ceases to be registered under Section 12 of the Exchange Act.