Merger Event. If at any time there shall be a Merger Event that is not a Public Acquisition, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Warrant, the kind, amount and value of shares of Common Stock or other securities or property of the successor, surviving or purchasing corporation resulting from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Warrantholder after such Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise Price) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public Acquisition, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.
Merger Event. In connection with a Merger Event that is a Liquid Sale, this Warrant shall, on and after the closing thereof, automatically and without further action on the part of any party or other person, represent the right to receive the consideration payable on or in respect of all shares of Common Stock that are issuable hereunder as of immediately prior to the closing of such Merger Event less the Purchase Price for all such shares of Common Stock (such consideration to include both the consideration payable at the closing of such Merger Event and all deferred consideration payable thereafter, if any, including, but not limited to, payments of amounts deposited at such closing into escrow and payments in the nature of earn-outs, milestone payments or other performance-based payments), and such Merger Event consideration shall be paid to the Warrantholder as and when it is paid to the holders of the outstanding shares of Common Stock. In connection with a Merger Event that is not a Liquid Sale, the Company shall cause the successor or surviving entity to assume this Warrant and the obligations of the Company hereunder on the closing thereof, and thereafter this Warrant shall be exercisable for the same number and type of securities or other property as the Warrantholder would have received in consideration for the shares of Common Stock issuable hereunder had it exercised this Warrant in full as of immediately prior to such closing, at an aggregate Exercise Price no greater than the aggregate Exercise Price in effect as of immediately prior to such closing, and subject to further adjustment from time to time in accordance with the provisions of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.
Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities, cash or other property (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event in which the consideration received or to be received by the Company’s stockholders consists of other than cash and/or readily tradable securities, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of the Warrantholder as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors) . In connection with a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The...
Merger Event. If at any time there shall be a Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall be entitled to receive, concurrently with the closing of such Merger Event, the number of shares of Common Stock or other securities or property, if any, (collectively, “Reference Property”) that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right.
Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement.
Merger Event. Applicable. Section 12.1(b) of the Equity Definitions shall be amended by: (a) inserting the words “announcement or occurrence of any transaction or event, or series of transactions or events, that is, results in, or if consummated would result in any” immediately before sub-paragraph (i); and (b) replacing the words “the Merger Date is” in the fourth last line with the words “such Merger Event occurs”. Sections 12.1(i), 12.2(b) and 12.2(d) of the Equity Definitions shall be amended by replacing each instance of the words “Merger Date” with the words “Merger Event”. Section 12.1(i) of the Equity Definitions shall further be amended by replacing the words “promptly scheduled” in the third line with the word “proposed”. Consequences of Merger Events: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Nationalisation, Insolvency or Delisting: Cancellation and Payment Determining Party: [*] Tender Offer: Applicable. Section 12.1(d) of the Equity Definitions shall be amended by: (a) inserting the words “the announcement or occurrence of” before the words “a takeover offer” on the first line; and (b) inserting the words “, or would result if consummated,” after the words “that results” on the second line. Sections 12.1(i), 12.3(a) and 12.3(c) of the Equity Definitions shall be amended by replacing each instance of the words “Tender Offer Date” with the words “Tender Offer” Consequences of Tender Offer: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Composition of Combined Consideration: Not Applicable Additional Disruption Events:
Merger Event. (i) If at any time there shall be Merger Event prior to an Initial Public Offering, a SPAC Transaction or a Next Round, then the Warrantholder’s purchase rights pursuant to this Agreement shall be converted into the right to receive, upon exercise of this Warrant, the number of shares of the New Series C-1 Convertible Participating Preferred Stock equal to the Warrant Coverage divided by the Exercise Price.
Merger Event. If there is a Merger Event before the Conversion Date, the holders of iSAFE Sequel Notes will automatically be entitled to receive shares or securities of the other surviving or resulting entity immediately prior to, or concurrent with, the consummation of such Merger Event as if the iSAFE Sequel Notes represented, out of the pre money valuation of the Company in connection with the Merger Event, value equal to the greater of (i) the Investment Amount or (ii) the value of the number of shares of Equity Shares equal to the quotient of Investment Amount divided by the Merger Price (the “Conversion Value”). The right of the iSAFE Sequel Note Holders to receive shares or securities of the other surviving or resulting entity equal in value to the greater of the Investment Amount or Conversion Value as above, is on par with the right of holders of Equity Shares and other Equity Linked Securities who are entitled to receive shares or securities of the other surviving or resulting entity immediately prior to, or concurrent with, the consummation of such Merger Event.
Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. Notwithstanding anything to the contrary contained herein, with respect to any Merger Event, the Warrantholder shall have the right to elect prior to the consummation of such Merger Event, to give effect to the exercise rights contained in Section 3 of this Agreement instead of giving effect to the provisions contained in this Section 8(a) with respect to this Warrant.
Merger Event. In case of any Merger Event, notwithstanding anything to the contrary contained herein, (a) the Exercise Price shall be reduced (but not below zero) by the amount of cash, if any, forming part of the merger consideration per share of Common Stock (assuming for this purpose that any election to receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered) and (b) the Optionholder’s right to receive Option Shares upon exercise of this Option shall be converted, effective upon the occurrence of such Merger Event, into the right to exercise this Option to acquire the number of shares of stock or other securities or property (including cash) that the Common Stock subject to (at the time of such Merger Event) this Option immediately prior to such Merger Event would have been entitled to receive upon consummation of such Merger Event (assuming for this purpose that any election to receive cash in respect of shares of Common Stock is made for the maximum amount of cash that may be delivered).
