Common use of Notice; Major Transaction Redemption Right Clause in Contracts

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”). At any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The portion of this Warrant subject to redemption pursuant to this Section 5(c)(iii) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the Warrant.

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”). At any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The portion of this Warrant subject to redemption pursuant to this Section 5(c)(iii) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the calculation of the “Black Scholes valueIntrinsic Value” as determined in accordance with Section 10(b) hereof Schedule I hereto of the remaining outstanding portion of the Warrant.

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”). At any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemedredeemed (the “Redeemed Amount”). The portion of this Warrant subject to redemption pursuant to this Section 5(c)(iii) Redeemed Amount shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “Black Scholes value” as value determined in accordance with Section 10(b) hereof of the remaining outstanding Redeemed Amount; provided, however, that in the event that the Major Transaction does not provide for or involve the payment of cash consideration in an aggregate amount that is at least equal to the Major Transaction Warrant Redemption Price for the Redeemed Amount, all cash consideration shall be applied to the redemption of a percentage of such Redeemed Amount equal to a fraction the numerator of which is such cash consideration and the denominator of which is the full Black Scholes value (determined in accordance with Section 10(b) hereof) of the entire Redeemed Amount, and provided, further, no cash or debt instruments relating to a Major Transaction shall be retained by the Company or distributed or received by security holders of the Company unless the entire Redeemed Amount is so redeemed for cash. Notwithstanding anything herein to the contrary, in the event that the entire Redeemed Amount is not so redeemed, the Holder shall have the right to treat the portion of the WarrantWarrant that is not redeemed by virtue of the shortfall as an Assumption under Section 5(c)(ii).

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any a Major Transaction, but, in any event, on the first but not prior to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City timeTransaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction NoticeMAJOR TRANSACTION NOTICE”). At any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major TransactionREDEMPTION UPON MAJOR TRANSACTION”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption NoticeMAJOR TRANSACTION REDEMPTION NOTICE”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal AmountREDEMPTION PRINCIPAL AMOUNT”) of the Warrant that the Holder is electing to have redeemed. The portion of this Warrant subject to redemption pursuant to this Section 5(c)(iii) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “greater of (i) the Black Scholes value” as determined in accordance with Section 10(b) hereof value of the remaining outstanding portion of the WarrantWarrant on the date the Major Transaction is consummated calculated using the Black Scholes Option Pricing Model and (2) the Black-Scholes value of the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Major Transaction Warrant Redemption Price (as defined below) is paid to the Holder (the greater of which is referred to as the “MAJOR TRANSACTION WARRANT REDEMPTION PRICE”).

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major TransactionTransaction (including, without limitation, prior to the delivery of a 9.98% Notice), but, in any event, on the first to occur of (x) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via facsimile facsimile, and overnight courier to the Holder (a “Major Transaction Notice”). At Provided a 9.98% Notice shall have theretofore been delivered, then at any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five twenty (520) Trading Days prior to the consummation of such Major Transactionthereafter (an “MT Redemption Period”), the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering an irrevocable written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The portion of this Warrant subject to redemption pursuant to this Section 5(c)(iii5(c)(i)(C) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) payable (x) in the case of a Major Transaction where the consideration payable to the holders of the Common Stock consists solely of cash, in cash equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the WarrantWarrant and (y) in the case of a Major Transaction not described in the foregoing proviso (x), in shares of Common Stock equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the Warrant valued based upon 95% of the Volume Weighted Average Price of shares of Common Stock on the fifth Trading Day prior to the announcement of the Major Transaction, provided, however Holder shall receive up to such amount of shares of Common Stock such that Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater than 9.98% of the total number of shares of Common Stock of the Company then issued and outstanding.

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of no later than two (x2) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day Business Days following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City timeTransaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”)) [***]. At [***], at any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the scheduled consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The outstanding portion of this Warrant to the extent subject to redemption pursuant to this Section 5(c)(iii) (the “Redeemable Shares”) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the Warrant.payable:

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of no later than two (x2) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day Business Days following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City timeTransaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”) and, with respect to a Qualified Major Transaction, shall specify whether the Company wishes to elect that the Major Transaction be treated as an Assumption to the extent permitted under Section 5(c)(i). At Other than in respect of all or a portion of the Warrant that the Company has elected to treat as an Assumption in respect of a Qualified Major Transaction in accordance with Section 5(c)(i), at any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the scheduled consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The outstanding portion of this Warrant to the extent subject to redemption pursuant to this Section 5(c)(iii) (the “Redeemable Shares”) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the Warrant.payable:

Notice; Major Transaction Redemption Right. At least thirty (30) days prior to the consummation of any Major Transaction, but, in any event, on the first to occur of no later than two (x2) the date of the public announcement of such Major Transaction if such announcement is made before 4:00 p.m., New York City time, or (y) the day Business Days following the public announcement of such Major Transaction if such announcement is made on and after 4:00 p.m., New York City timeTransaction, the Company shall deliver written notice thereof via facsimile and overnight courier to the Holder (a “Major Transaction Notice”)) [*****]. At [*****] at any time during the period beginning after the Holder’s receipt of a Major Transaction Notice and ending five (5) Trading Days prior to the scheduled consummation of such Major Transaction, the Holder may require the Company to redeem (a “Redemption Upon Major Transaction”) all or any portion of this Warrant not to be so assumed pursuant to the provisions hereof by delivering written notice thereof (“Major Transaction Redemption Notice”) to the Company, which Major Transaction Redemption Notice shall indicate the portion of the principal amount (the “Redemption Principal Amount”) of the Warrant that the Holder is electing to have redeemed. The outstanding portion of this Warrant to the extent subject to redemption pursuant to this Section 5(c)(iii) (the “Redeemable Shares”) shall be redeemed by the Company in cash at a price (the “Major Transaction Warrant Redemption Price”) equal to the “Black Scholes value” as determined in accordance with Section 10(b) hereof of the remaining outstanding portion of the Warrant.payable: