Common use of Redemption in Connection with a Change of Control Event Clause in Contracts

Redemption in Connection with a Change of Control Event. Upon the occurrence of a Change of Control Event (other than a Public Stock Merger or Mixed Consideration Merger), at the election of each Holder in its sole discretion by written notice to the Company or the successor to the Company on or prior to the Exercise Date, the Company shall pay to such Holder of outstanding Warrants as of the date of such Change of Control Event, an amount in immediately available funds equal to the Cash Redemption Value for such Warrants, not later than the date which is ten (10) Business Days after such Change of Control Event and the Warrants shall thereafter be extinguished. For purposes of this Section 6.1, the Exercise Date shall mean (a) if the Company entered into a definitive agreement with respect to a Change of Control Event and has provided to the Holders notice of the date on which the Change in Control Event will become effective at least twenty (20) Business Days prior to the effectiveness of such event, the tenth (10th) Business Day prior to such event and (b) otherwise, the fifth (5th) Business Day following the effectiveness of the Change of Control Event. The “Cash Redemption Value” for any Warrant will equal the fair value of the Warrant as of the date of such Change of Control Event as determined by an Independent Financial Expert, by employing a valuation based on a computation of the option value of each Warrant using the calculation methods and making the assumptions set forth in Exhibit C. The Cash Redemption Value of the Warrants shall be due and payable within ten (10) Business Days after the date of the applicable Change of Control Event. If a Holder of Warrants does not elect to receive the Cash Redemption Value for such Holder’s Warrants as provided by this Section 6.1, such Warrants will remain outstanding as adjusted pursuant to the provisions of Article 5 hereof.

Redemption in Connection with a Change of Control Event. (a) Upon the occurrence of a Change of Control Event (other than a Public Stock Merger or Mixed Consideration Merger), at the election of each Holder in its sole discretion by written notice to the Company or the successor to the Company on or prior to the Exercise Date, the Company shall pay to such Holder of may exchange its outstanding Warrants as of immediately prior to, and conditioned upon the date of such Change of Control Eventconsummation of, an amount in immediately available funds equal to the Cash Redemption Value for such Warrants, not later than the date which is ten (10) Business Days after such Change of Control Event and for a number of shares of Common Stock in accordance with this Section 6.1 “with the same equivalent value” as the Redemption Value (as defined below) and, to the extent so exchanged, the Warrants shall thereafter be extinguished. For purposes of this Section 6.1, the Exercise Date shall mean (ax) if the Company entered into a definitive agreement with respect to a Change of Control Event and has provided to the Holders notice of the date on which the Change in Control Event will become effective at least twenty (20) Business Days prior to the effectiveness of such event, the tenth (10th) Business Day prior to such event and (by) otherwise, the fifth (5th) Business Day following the effectiveness of the Change of Control Event. (b) For purposes of determining the number of shares of Common Stock “with the same equivalent value” as the Redemption Value, the number of shares of Common Stock to be received for each Warrant by such Holder shall equal the Redemption Value per Warrant divided by the Conversion Value (as defined below) per share of Common Stock. The “Cash Redemption Value” for any Warrant will shall equal the fair value of the Warrant as of the date of such Change of Control Event as determined by an Independent Financial Expert, by employing a valuation based on a computation of the option value of each Warrant using the calculation methods and making the assumptions set forth in Exhibit C. The Cash Redemption Value “Conversion Value” of a share of Common Stock shall equal (i) upon the occurrence of a Change of Control Event pursuant to which each of the Warrants shall be due and payable within ten outstanding shares of Common Stock held by holders who are not affiliated with the Company or any entity acquiring the Company is exchanged for, converted into or constitutes solely the right to receive a fixed amount of cash as consideration, such cash price, or (10ii) Business Days after upon the date occurrence of the applicable any other Change of Control Event, the Fair Market Value (calculated for the one trading day period immediately preceding the date of such Change of Control Event and not the ten consecutive trading days immediately preceding the date of such Change of Control Event contemplated by the definition of “Fair Market Value”) of a share of Common Stock as of the trading day immediately preceding the date of such Change of Control Event, Public Stock Merger or Mixed Consideration Merger, as applicable. If a Holder of Warrants does not elect to receive the Cash Redemption Value for such Holder’s Warrants as provided by this Section 6.1, such Warrants will remain outstanding as adjusted pursuant to the provisions of Article 5 hereof.