Common use of Merger Event Clause in Contracts

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger), then, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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. In connection with any Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital preferred stock or other securities 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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. In connection with any 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 without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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 the Class 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 (other than Liquid Sale), the successor or surviving entity shall assume the obligations of this Agreement. In connection with any 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 without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Series A 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. In connection with any a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this 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 Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company For the avoidance of doubt, the terms of this Section 8(a) shall give Warrantholder written notice at least twenty (20) days prior be inapplicable to the closing of any proposed a Merger EventEvent that is a Public Acquisition. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this AgreementWarrant, the number kind, amount and value of shares of capital stock Common Stock or other securities or property of the successor successor, surviving or purchasing corporation resulting from from, or participating in, such Merger Event that would have been issuable if Warrantholder had exercised this Agreement 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 Agreement Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement Warrant (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasablePrice) 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, 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 any a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Agreement 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 Agreement Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating MergerQualifying Merger Event), then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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. In connection with any 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 without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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. In connection with any 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 without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital common 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 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 DirectorsBoard) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred 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, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with any a Merger Event and upon Warrantholder’s 's written election to the Company, the Company shall cause this Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant on a net issuance basis immediately prior to the Net Issuance provisions effective date of this Agreement the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this AgreementWarrant, the number of shares of capital 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 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 Agreement Warrant with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement Warrant (including adjustments of the Exercise 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 Warrant. In connection with any a Merger Event and upon Warrantholder’s written election to the CompanyCompany at least five (5) days prior to the closing thereof, the Company shall cause this Agreement 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 Agreement Warrant without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital common 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 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 DirectorsBoard) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred 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, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with any a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this Agreement to be exchanged for the consideration that Warrantholder would have received if Warrantholder chose to exercise its right to have shares issued pursuant on a net issuance basis immediately prior to the Net Issuance provisions effective date of this Agreement the Merger Event without actually exercising such right, and without acquiring such shares and exchanging such shares for such consideration.

Merger Event. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital common 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 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 Agreement with respect to the rights and interests of the Warrantholder after such the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred 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, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with any a Merger Event and upon Warrantholder’s written election to the Company, the Company shall cause this 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 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. The Company shall give Warrantholder written notice at least twenty (20) days prior to the closing of any proposed Merger Event. If at any time there shall be a Merger Event (other than a Terminating Merger)Event, then, upon the closing thereofas a part of such Merger Event, the successor or surviving entity shall assume the obligations of this Agreement and 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 capital 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 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 Agreement with respect to the rights and interests of the Warrantholder after such 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 possiblepossible consistent with the terms of this Warrant. Without limiting the foregoing, in connection with any Merger Event, other than a Designated Merger, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. In connection with any a Merger Event 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 without actually exercising such right, acquiring such shares and exchanging such shares for such consideration.