Common use of Rights Upon Major Transaction Clause in Contracts

Rights Upon Major Transaction. (i) Major Transaction. In the event that a Major Transaction (as defined below) occurs, the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwise, a Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives its rights under this Section 5(c) with respect to that Major Transaction. Notwithstanding the foregoing and the immediately following definition, the transactions and events listed on Schedule 5(c)(i) attached hereto shall not constitute “Major Transactions” for purposes of this Section 5(c). Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the direct or indirect sale or transfer of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer of assets in one transaction or a series of related transactions for a purchase price of more than $25,000,000, a sale or transfer of more than 50% of the Company’s assets or a sale or transfer of assets or proprietary rights that are material to the operations and business of the Company; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurred; (D) an issuance or series of issuances by the Company after the date of this Warrant, without the Approval of the Holder, of an aggregate number of shares of Common Stock in excess of 25% of the Company’s outstanding Common Stock as of the date hereof; (E) any Extraordinary Event (as defined in the 2002 ISDA Equity Derivatives Definitions) shall have occurred;

Rights Upon Major Transaction. (i) Major Transaction. In the event that a Major Transaction (as defined below) occursis consummated, then (1) in the case of a Cash-Out Major Transaction, and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem redeem, effective immediately prior to the consummation of such Major Transaction, the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwisebelow and (2) in the case of all other Major Transactions, and in the case of a Mixed Major Transaction shall be treated as an Assumption (as defined below) to the extent of the percentage of the consideration represented by securities of a Successor Entity in accordance with Section 5(c)(ii) below unless the Mixed Major Transaction, the Holder waives shall have the right to exercise this Warrant, effective immediately prior to the consummation of such Major Transaction, as a Cashless Major Exercise. Notwithstanding anything herein to the contrary, the Holder may elect to waive its rights under this Section 5(c) with respect to that any Major Transaction. Notwithstanding Transaction in which event none of the foregoing and the immediately following definition, the transactions and events listed on Schedule 5(c)(i) attached hereto shall not constitute “Major Transactions” for purposes of provisions contained in this Section 5(c)) shall apply. Each Consummation of each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or a majority of the voting power of the Successor Entity or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity Successor Entity (collectively, a “Change of Control Transaction”);; or (B) the direct or indirect sale or transfer of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer of assets in one transaction or a series of related transactions for a purchase price of more than $25,000,000, a sale or transfer of more than 50% of the Company’s assets or a sale or transfer of assets or proprietary rights that are material to the operations and business of the Company; (C) a purchase, tender or exchange offer (other than any purchase, tender or exchange offer made by the Holder or its Affiliates) made to the holders of outstanding shares of Common Stock, such that following the consummation of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;. (C) [RESERVED]. (D) an issuance or series of issuances by the Company after the date of this Warrant, without the Approval of the Holder, of an aggregate number of shares of Common Stock in excess of 25% of the Company’s outstanding Common Stock as of the date hereof;[RESERVED]. (E) any Extraordinary Event [RESERVED]. (as defined in the 2002 ISDA Equity Derivatives DefinitionsF) shall have occurred;[RESERVED].

Rights Upon Major Transaction. (i) Major Transaction. In the event that a Major Transaction (as defined below) occurs, then (1) in the case of a Cash-Out Major Transaction and in the case of a Mixed Major Transaction to the extent of the percentage of the cash consideration in the Mixed Major Transaction (determined in accordance with the definition of a Mixed Major Transaction below), the Holder, at its option, may require the Company to redeem the Holder’s outstanding Warrants in accordance with Section 5(c)(iii) below. Otherwise, below and (2) in the case of all other Major Transactions and in the case of a Mixed Major Transaction to the extent of the percentage of the consideration represented by securities of a Successor Entity in the Mixed Major Transaction, the Holder shall be treated have the right to exercise this Warrant as an Assumption (as defined below) a Cashless Major Exercise in accordance with Section 5(c)(ii) below unless the 3(b). The Holder waives may waive its rights under this Section 5(c) with respect to that such Major Transaction. Notwithstanding the foregoing and the immediately following definition, the transactions and events listed on Schedule 5(c)(i) attached hereto shall not constitute “Major Transactions” for purposes Consummation of this Section 5(c). Each each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock Ordinary Shares (including holders of ADSs attributable to underlying Ordinary Shares) immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the Ordinary Shares (including ADSs attributable to such Ordinary Shares) or the shares of Common Stock the Successor Entity (or the Parent Entity of a Successor Entity) or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity Successor Entity (collectively, a “Change of Control Transaction”); (B) the direct or indirect sale or transfer of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer of assets in one transaction all or a series of related transactions for a purchase price of more than $25,000,000, a sale or transfer of more than 50% substantially all of the Company’s assets or a sale or transfer of assets or proprietary rights that are material to the operations and business of the Companyassets; (C) a purchase, tender or exchange offer offer, made to the holders of outstanding shares of Common StockOrdinary Shares or ADSs, such that following the consummation of such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;; or (D) an issuance or series of issuances by the Company after the date of this Warrant, without the Approval of the Holder, of an aggregate number of shares of Common Stock in excess of 25% of the Company’s outstanding Common Stock as of the date hereof;[Intentionally Omitted] (E) the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any Extraordinary Event analogous proceeding) affecting the Company. (as defined in the 2002 ISDA Equity Derivatives DefinitionsF) shall have occurred;[Intentionally Omitted] (G) [Intentionally Omitted] (ii) [Intentionally Omitted]

Rights Upon Major Transaction. Certain capitalized terms used in this Section and not defined elsewhere have the meanings given to them below. (i) Major Transaction. In the event that a Major Transaction (as defined below) occurs[*****], the Holder, at its option, may Holder shall have the right to require the Company to redeem the Holder’s outstanding Warrants (or such applicable portion in a Mixed Qualified Major Transaction) in accordance with Section 5(c)(iii) belowbelow [*****]. OtherwiseNotwithstanding anything herein to the contrary, a Major Transaction shall be treated as an Assumption (as defined below) in accordance with Section 5(c)(ii) below unless the Holder waives may elect to waive its rights under this Section 5(c5(c)(i) with respect to that any Major Transaction. Notwithstanding Transaction in which event none of the foregoing and the immediately following definition, the transactions and events listed on Schedule provisions contained in this Section 5(c)(i) attached hereto shall not constitute “Major Transactions” for purposes of this Section 5(c)apply. [*****] Each of the following events shall constitute a “Major Transaction”: (A) a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of the board of directors of the Company or (2) as a result of which shares of Common Stock shall be changed into (or the shares of Common Stock become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”); (B) the direct or indirect sale or transfer of significant assets of the Company which, without limitation, shall include, but not be limited to, a sale or transfer of assets in one transaction or in a series of related transactions (i) of all or substantially all of the assets of the Company, (ii) of assets for a purchase price of equal to more than $25,000,000[*****], a sale or transfer (iii) of more than assets that represent 50% or more of the Company’s assets or a sale or transfer of assets or proprietary rights that are material to the operations and business of the Company[*****]; (C) a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following such purchase, tender or exchange offer a Change of Control Transaction shall have occurredoccurred and is consummated; (D) an issuance the liquidation, bankruptcy, insolvency, dissolution or series winding-up (or the occurrence of issuances by the Company after the date of this Warrant, without the Approval any analogous proceeding) of the Holder, of an aggregate number of Company; or (E) the shares of Common Stock in excess of 25% of cease to be listed, traded or publicly quoted on the Company’s outstanding Common NASDAQ Global Market and are not promptly re-listed or requoted on either the New York Stock as of Exchange, the date American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Capital Market. For purposes hereof; (E) any Extraordinary Event (as defined in , the 2002 ISDA Equity Derivatives Definitions) shall following terms have occurred;the definitions set forth below: