Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, the 4.99% restriction will immediately be released and the Warrant Holder will have the right to exercise the warrants concurrent with the sale.
Sale or Merger of the Company. Upon a Change in Control, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions.
Sale or Merger of the Company. Upon a Merger Transaction, the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Merger Transaction. For purposes of this Warrant, the term “Merger Transaction” shall mean a consolidation or merger of the Company into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company.
Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, the Warrant Holder will have the right to exercise the warrants concurrent with the sale.
Sale or Merger of the Company. Upon a Change in Control, the maximum exercise restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event. For purposes of this Warrant, the term “Change in Control” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company in a transaction or series of transactions.
Sale or Merger of the Company. In the event of a sale or merger of substantially all of the Company or an underwritten public offering of the Common Stock, then (i) the Company will give the Warrant Holder at least 70 days notice before the closing of such a transaction, with the Investor having the right to waive such notice requirement, and (ii) in the event of the closing of any such transaction, the 4.99% restriction will immediately be terminated and the Warrant Holder will have the right to exercise the Warrants concurrent with the closing of the sale or underwritten public offering; provided, however that, so long as the Warrant Holder and/or its affiliates own, directly or beneficially, in excess of 4.99% of the then outstanding number of shares of Common Stock, the restrictions on the voting rights of the Warrant Holder shall remain and continue in effect with respect to twenty-five percent (25%) of the shares of Common Stock which the Warrant Holder and/or its affiliates then own.
Sale or Merger of the Company. Except as provided in Section 4.4 herein, if, within 12 months of the commencement of Executive's employment hereunder as specified in Section 2.1, the Company sells all or substantially all of its assets to an unaffiliated third party, or merges with or into an unaffiliated third party in a transaction in which the Company is not the surviving entity, then, and subject in either case to consummation of such transaction, the Company shall pay Executive either (i) two percent of the aggregate cash, securities or other consideration received by the Company from the sale of all or substantially all of its assets, or (ii) an amount, in cash, equal to two percent of the value (as of the date of consummation of the merger) of the aggregate cash, securities or other consideration distributed to the Company's shareholders in the merger; provided, however, that the Company shall have no obligation to make any payment to Executive under this Section 3.8 if, following consummation of the sale of assets or merger transaction, Executive is employed as the chief executive or chief operating officer of the acquiring or surviving entity in the transaction.
Sale or Merger of the Company a. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, the Applicable Percentage restriction set forth in Section 6 of this Warrant will immediately be terminated and the Warrant Holder will have the right to exercise the warrants concurrent with the sale.
b. Notwithstanding any other provisions of this Warrant, in the event of a Specified Merger, as hereinafter defined, this Warrant, if not exercised prior to the effective time of the Specified Merger, shall, at the effective time of the Specified Merger, without any action on the part of the holder, become and be converted into the right to receive cash or securities having a value equal to the amount determined by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant by the amount by which (i) the consideration payable with respect to one share of Common Stock in the Specified Merger exceeds (ii) the Exercise Price. A "Specified Merger" shall mean the merger or consolidation of the Company into another corporation or entity or the sale by the Company of all or substantially all of its business and assets in a transaction in which the net proceeds or other consideration from such sale are distributed to the Company's stockholders in liquidation of their shares of Common Stock, if, and only if, the sole consideration to be received by the holders of the Common Stock is cash, including any contingent cash, and/or securities all of which are listed on the New York or American Stock Exchange or the Nasdaq Stock Market or the OTC Bulletin Board or any other exchange or market which is approved by the holders of warrants to purchase a majority of the shares of Common Stock then subject to outstanding warrants. Securities issued in the Specified Merger shall be valued at the average closing price thereof on the principal stock exchange or market on which the securities are listed for the five-day period ending the day prior to the effective date of the Specified Merger. Payment to the holder of this Warrant with respect to any such securities shall be payable in either cash or in such securities (valued as herein provided), as the Company shall determine. If, in a Specified Merger, the value of the consideration payable with respect to one share of Common Stock is less than the Exercise Price, no payment shall be made to the holder of this...
Sale or Merger of the Company. In the event of a sale, merger, reorganization, consolidation or other similar transaction (a “Change of Ownership Transaction”) involving the Company, no Participant in the Plan will be considered to have ceased serving as a Director for purposes of the Plan, nor will any such Participant be entitled to receive Benefits pursuant to Section 5, until such Participant actually ceases serving as Director of the Company or any acquiring or successor company or entity. Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code and the regulations and other guidance thereunder, in connection with a Change of Ownership Transaction, immediate payment of Benefits may be directed by the Administrator of the Plan. In any event, no Change of Ownership Transaction involving the Company shall, without the written consent of a Participant, eliminate or reduce any Benefit of the Participant under the Plan to which, as of the date of such Change of Ownership Transaction, such Participant would be entitled under the provisions of Section 5 had he or she ceased serving as a Director immediately prior to such date.
Sale or Merger of the Company. In the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity, notwithstanding anything in this Warrant to the CHGO1\30855548.5 contrary the Warrant Holder will have the right to immediately exercise the warrant concurrent with the sale.
