Common use of Merger Event Clause in Contracts

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. 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 ’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 In connection with a Merger Event and upon Warrantholder’s written election to the contrary contained herein, with respect to any Merger EventCompany, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder shall would have the received if Warrantholder chose to exercise its right to elect prior have shares issued pursuant to the consummation of such Merger Event, to give effect to the exercise rights contained in Section 3 Net Issuance provisions of this Warrant Agreement instead of giving effect to the provisions contained in this Section 8(a) with respect to this Warrantwithout actually exercising such right, acquiring such shares and exchanging such shares for such consideration.

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 common stock or other securities or property of (collectively, “Reference Property”) that the successor corporation resulting from Warrantholder would have received in connection with 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 ’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) 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 adjustments to ensure that the provisions of shares 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 Preferred Stock purchasablesuch 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, 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.; provided

Merger Event. If at any time there shall be a Merger Event, 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 Agreement, the number kind, amount and value of shares of preferred 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 immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's ’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 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 successor, surviving or surviving purchasing 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 The provisions 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) shall similarly apply to successive Merger Events. In connection with respect a Merger Event and upon Warrantholder’s five (5) business days written notice to the Company, the Company shall use its commercial best efforts to cause this WarrantWarrant 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. 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 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 the effective date of the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's ’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 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. Notwithstanding anything In connection with a Merger Event and upon Warrantholder’s written election to the contrary contained herein, with respect to any Merger EventCompany, the Company shall cause this Agreement to be exchanged for the consideration that Warrantholder shall would have the received if Warrantholder chose to exercise its right to elect have shares issued pursuant to the Net Issuance provisions of this Agreement immediately prior to the consummation effective date of the Merger Event without actually exercising such Merger Eventright, 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 Warrantand without acquiring such shares and exchanging such shares for such consideration.

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 ’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 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 thereofthereof (other than Liquid Sale), the successor or surviving entity shall assume the obligations of this Agreement. Notwithstanding anything In connection with a Merger Event and upon Warrantholder’s written election to the contrary contained herein, with respect to any Merger EventCompany, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder shall would have the received if Warrantholder chose to exercise its right to elect prior have shares issued pursuant to the consummation of such Merger Event, to give effect to the exercise rights contained in Section 3 Net Issuance provisions of this Warrant Agreement instead of giving effect to the provisions contained in this Section 8(a) with respect to this Warrantwithout 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, 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 Agreementthe Warrant, the number kind, amount and value of shares of preferred 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 the Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's ’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 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 successor, surviving or surviving purchasing 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 The provisions 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) shall similarly apply to successive Merger Events. In connection with respect a Merger Event and upon Warrantholder’s written election to the Company, this WarrantWarrant shall be automatically exercised pursuant to Section 3(b).

Merger Event. If (i) Subject to other provisions of this Section 8, if at any time during the term of this Agreement there shall be a 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 capital stock or other securities or property of (collectively, “Reference Property”) that the successor corporation resulting from Warrantholder would have received in connection with 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 ’s Board of DirectorsDirectors and reasonably acceptable to the Warrantholder) 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 adjustments to ensure that the provisions of shares 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 Preferred Stock purchasablesuch 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, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. Notwithstanding anything , subject 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(afollowing subsections (ii) with respect to this Warrantand (iii).

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 ’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 In connection with a Merger Event and upon Warrantholder’s written election to the contrary contained herein, with respect to any Merger EventCompany, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder shall would have the received if Warrantholder chose to exercise its right to elect prior have shares issued pursuant to the consummation of such Merger Event, to give effect to the exercise rights contained in Section 3 Net Issuance provisions of this Warrant Agreement instead of giving effect to the provisions contained in this Section 8(a) with respect to this Warrant.without actually exercising such right, acquiring such shares and exchanging such shares for such consideration

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 ’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.