Common use of Termination of Warrant Clause in Contracts

Termination of Warrant. In the case of (a) an Acquisition where the consideration for the Acquisition to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (20) days advance written notice of such event (the "COMPANY NOTICE"), which notice shall include the Company's best estimate of the per Share price receivable upon the occurrence of the event set forth in (a) or (b) above and the proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs.

Termination of Warrant. In the case of (a) the closing of an Acquisition where the consideration for the Acquisition which is not subject to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty the Company Notice (20) days advance written notice of such event (the "COMPANY NOTICE"as defined in Section 10 below), which notice shall include also include, for purposes of this Section 4.2, the Company's best estimate of the per Share price aggregate consideration receivable upon the occurrence by stockholders of the event set forth in (a) or (b) above Company and the anticipated or proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any During the period from Xxxxxx's receipt of its lenders hold the Warrant, then the Company shall deliver the such Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice; . Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by the HolderXxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) an Acquisition where the consideration for the Acquisition to be received by the Company's stockholders shareholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property (other than stock or securities of the Acquirer) or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (2030) days advance written notice of such event (the "COMPANY NOTICECompany Notice"), which notice shall include the Company's best estimate of the per Share price value of the Shares receivable upon the occurrence exercise or conversion of the event set forth in (a) or (b) above this Warrant and the proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise or convert this Warrant in accordance with its terms, and may make such whether or not exercise or conversion is contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time Time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the HolderXxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within (30) days after the date it is expected to occur, as such date was specified in the Company Notice.

Termination of Warrant. In the case of (a) the closing of an Acquisition where the consideration for the Acquisition which is not subject to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty the Company Notice (20) days advance written notice of such event (the "COMPANY NOTICE"as defined in Section 10 below), which notice shall include also include, for purposes of this Section 4.2, the Company's best estimate of the per Share price aggregate consideration receivable upon the occurrence by stockholders of the event set forth in (a) or (b) above Company and the anticipated or proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold During the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening period from Holder's receipt of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at Notixx xx 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice; . Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of recexxx xx certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) an Acquisition ---------------------- where the consideration for the Acquisition to be received by the Company's stockholders shareholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty ten (2010) days advance written notice of such event (the "COMPANY NOTICECompany Notice"), which notice shall include the Company's best estimate of the per Share price value of the Shares receivable upon exercise or conversion of this Warrant (based upon the occurrence of consideration to be received by the event set forth Company or its shareholders in (athe Acquisition) or (b) above and the proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise or convert this Warrant in accordance with its terms, and may make such without regard to the provisions of Section 1.1 whether or not exercise or conversion is contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the HolderXxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within sixty (60) days after the date it is expected to occur, as such date was specified in the Company Notice.

Termination of Warrant. In the case of (a) the closing of an Acquisition where the consideration for the Acquisition which is not subject to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty the Company Notice (20) days advance written notice of such event (the "COMPANY NOTICE"as defined in Section 10 below), which notice shall include also include, for purposes of this Section 4.2, the Company's best estimate of the per Share price aggregate consideration receivable upon the occurrence by stockholders of the event set forth in (a) or (b) above Company and the anticipated or proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any During the period from Holder's receipt of its lenders hold the Warrant, then the Company shall deliver the such Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice; . Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition where the consideration for the Acquisition which is not subject to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty the Company Notice (20) days advance written notice of such event (the "COMPANY NOTICE"as defined in Section 10 below), which notice shall include also include, for purposes of this Section 4.2, the Company's ’s best estimate of the per Share price aggregate consideration receivable upon the occurrence by stockholders of the event set forth in (a) or (b) above Company and the anticipated or proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any During the period from Holder’s receipt of its lenders hold the Warrant, then the Company shall deliver the such Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the “Liquidation Date”), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder’s Exercise Notice; provided that such minimum value shall be no greater than the per share price set forth in such Company Notice; . Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In Prior to the case closing of (a) an Acquisition where the consideration for the Acquisition to be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property or (b) the proposed liquidation and dissolution of the Companyany Acquisition, the Company shall give Holder at least twenty thirty (2030) days advance written notice of such event (the "COMPANY NOTICE"“Company Notice”), which notice shall include the Company's ’s best estimate of the per Share price value of the Shares receivable upon the occurrence exercise or conversion of the event set forth in (a) or (b) above this Warrant and the proposed date upon which such event is expected to occur. If M-F Downtown SunnyvaleNotwithstanding anything to the contrary contained herein, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During during such notice period, Holder may exercise or convert this Warrant in accordance with its terms, and may make such whether or not exercise or conversion is contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's ’s exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to any prior exercise or conversion as provided in the preceding sentence, this Warrant will terminate with respect to the Shares so exercised or converted and in any event if the Acquisition Value is more than the Warrant Price in effect, at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occursoccurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice.

Termination of Warrant. In the case of (a) an Acquisition where the consideration for the Acquisition to be received by the Company's stockholders in return exchange for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property of the acquirer or any entity affiliated with the acquirer or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (20) days advance written notice of such event (the "COMPANY NOTICE"), which notice shall include the Company's best estimate of the per Share price receivable upon the occurrence of the event set forth in (a) or (b) above and the proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs.

Termination of Warrant. In the case of (a) an Acquisition where the consideration for the Acquisition to be received by the Company's ’s stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (20) 20 days advance written notice of such event (the "COMPANY NOTICE"“Company Notice”), which notice shall include the Company's ’s best estimate of the per Share price value of the Shares receivable upon the occurrence exercise or conversion of the event set forth in (a) or (b) above this Warrant and the proposed date upon which such event is expected to occur. If M-F Downtown Sunnyvale, LLC or any of its lenders hold the Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise or convert this Warrant in accordance with its terms, and may make such whether or not exercise or conversion is contingent upon the happening of such event and/or the an/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's ’s exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by the Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, or is waived by the Holders of the Warrants, and (b) the event actually occursoccurs within 60 days after the date it is expected to occur, as such date was specified in the Company Notice.