Common use of Repurchase on Sale Merger or Consolidation of the Company Clause in Contracts

Repurchase on Sale Merger or Consolidation of the Company. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares issuable upon exercise of the unexercised portion of this Warrant and such Shares were outstanding on the record date for the Acquisition less the aggregate Exercise Price of such Shares, this Warrant shall be cancelled.

Repurchase on Sale Merger or Consolidation of the Company. For the purpose of this Warrant, . “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares Warrant Stock issuable upon exercise of the unexercised portion of this Warrant as if such Shares Warrant Stock were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Purchase Price shall and/or number of shares of Warrant Stock may be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares shares of Warrant Stock issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares shares of Warrant Stock consists entirely of cash, then, then upon the exercise of this Warrant by Holder and payment to the holder Holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares shares of Warrant Stock issuable upon exercise of the unexercised portion of this Warrant and such Shares shares of Warrant Stock were outstanding on the record date for the Acquisition less the aggregate Exercise Purchase Price of such Sharesshares of Warrant Stock, this Warrant shall be cancelled.

Repurchase on Sale Merger or Consolidation of the Company. For ----------------------------------------------------------- the purpose of this Warrant, “"Acquisition” " means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s 's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon the exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise . The Warrant Price shall be adjusted accordingly; provided that if pursuant to such Acquisition . Notwithstanding the entire outstanding class foregoing, at the election of Shares issuable upon exercise of Holder, the Company shall purchase the unexercised portion of this Warrant are cancelled and for cash upon the total consideration payable to the holders closing of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of any Acquisition for an amount equal to (a) the amount such holder fair market value of any consideration that would receive if such holder held have been received by Holder in consideration of the Shares issuable upon exercise of had Holder exercised the unexercised portion of this Warrant and such Shares were outstanding on immediately before the record date for determining the Acquisition shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Exercise Warrant Price of such the Shares, this Warrant shall be cancelled.