Common use of Merger Event Clause in Contracts

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. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions Agreement; provided, that the foregoing assumption requirement shall not apply if the consideration to be paid for or in respect of this Section 8(a) shall similarly apply to successive the outstanding shares of Preferred Stock in such Merger EventsEvent consists solely of cash and/or readily marketable securities. 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 chose had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 the Warrant, the kind, amount and value of shares of Common Stock 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 the Warrant immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (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 AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. 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 the 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the effective date of 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) 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 AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement immediately prior to the effective date of the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 the Warrant, the kind, amount and value of shares of Common Stock preferred 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 the Warrant immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (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 AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. 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 the 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with the consummation of 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If Except as provided in Section 2, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock capital stock or other securities or property of (collectively, “Reference Property”) that the successor, surviving or purchasing corporation resulting from, or participating in, Warrantholder would have received in connection with such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such 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 Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or 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 CompanyCompany at least three (3) business days prior to the closing thereof, 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. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock capital stock or other securities or cash or other property of the successor, surviving or purchasing corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, entirety and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. In connection with a Merger Event and upon Warrantholder’s written election to the CompanyCompany at least ten (10) days prior to the effectiveness of such Merger Event, the Company shall cause this Warrant Agreement 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 Agreement, without actually exercising such right, acquiring such shares shares, and exchanging such shares for such consideration.

Merger Event. If Subject to the provisions of Section 2 of this Agreement, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In Subject to the provisions of Section 2 of this Agreement, 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 Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, and subject to the successorprovisions of Section 2 of this Agreement, the successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value of shares of Common Stock preferred 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 Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (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 AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. 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 Agreement 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised the number of shares of Warrant Stock that it was entitled to exercise under this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possiblepossible in the same manner as such rights existed prior to the Merger Event. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares that it was entitled to exercise as of the consummation of the Merger Event issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possiblepossible in the same manner as such rights existed prior to the Merger Event. Without limiting the foregoing, in connection with any Merger Event other than a Public AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares that it was entitled to exercise as of the consummation of the Merger Event issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If Except as provided in Section 2, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock Preferred Class C Shares or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice and number of shares of Preferred Class C Shares purchasable) 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 AcquisitionEvent, upon the closing thereof, the successor, successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If Subject to the provisions of Section 2 of this Agreement, if at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 WarrantAgreement, the kind, amount and value number of shares of Common Stock preferred stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant Agreement immediately prior to such the Merger Event. In Subject to the provisions of Section 2 of this Agreement, 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 Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise PricePrice 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 other than a Public AcquisitionEvent, upon the closing thereof, and subject to the successorprovisions of Section 2 of this Agreement, the successor or surviving or purchasing entity shall assume the obligations of this Warrant. The provisions of this Section 8(a) shall similarly apply to successive Merger EventsAgreement. 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 chose to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant prior to the Merger Event Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 number of shares of Common Stock common stock or other securities or property of the successor, surviving or purchasing successor corporation resulting from, or participating in, from such Merger Event that would have been issuable if Warrantholder had exercised this Warrant immediately prior to such 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 Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant (including adjustments of the Exercise PricePrice and number of shares of Common Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event other than that is not a Public AcquisitionQualifying Merger Event, upon the closing thereof, the successor, successor or 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. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, 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 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 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 Warrant with respect to the rights and interests of the Warrantholder after such the 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 AcquisitionEvent, 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. If at any time there shall be a Merger Event that is not a Public AcquisitionEvent, then, as a part of such Merger Event, Event and lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this WarrantAgreement, the kind, amount and value of shares of Common Stock preferred 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 Agreement immediately prior to such 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 Warrant Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Warrant Agreement (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 AcquisitionEvent, upon the closing thereof, the successor, surviving or purchasing entity shall assume the obligations of this WarrantAgreement. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. In connection with a Merger Event and upon Warrantholder’s five (5) business days written election notice to the Company, the Company shall use its commercial best efforts to cause this Warrant Agreement 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.