Common use of Termination Upon Certain Events Clause in Contracts

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”) and become null and void, provided, that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a1) as a part of such transaction in which the consideration consists entirely of cash and/or equity securities listed for trading on a U.S. national securities exchange and which may be freely resold pursuant to a resale registration statement or under Rule 114 of the Securities Act without any restriction or limitation (including without limitation volume and manner of sale restrictions) (“Marketable Securities”), this Warrant shall automatically be exercised immediately prior to and contingent on the closing of such transaction without any action on the part of the Holder; or (2) as part of such transaction in which the consideration does not consist entirely of cash and/or Marketable Securities, provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the this Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) 7.1 to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) 7.2. this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”) and become null and void, provided, that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) five business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s Company`s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s Company`s option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”"TERMINATION DATE") and become null and void, provided, PROVIDED that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given provide the Holder written notice of such Termination Date at least twenty ten (2010) business days prior to the occurrence thereof and (2) this Warrant shall then become immediately exercisable by the Holder with respect to all of the shares of Common Stock for which this Warrant is then exercisable, and the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s 's capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s 's option, either: (a) provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder Warrantholder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) 10 to the end that the provisions of this Section 3 6 hereof shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”"TERMINATION DATE") and become null and void, provided, provided that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder Warrantholder written notice of such Termination Date at least twenty ten (2010) business days prior to the occurrence thereof and (2) the Holder Warrantholder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision shall be made so that that, subject to Section 1.1(a) hereof, the Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (assuming all of the requirements of Section 1.1(a) had been satisfied), and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 7(a) shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”) and become null and void, provided, that if this Warrant shall not have otherwise terminated or expired, (1i) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) 20 business days prior to the occurrence thereof thereof, and (2ii) the Holder shall have the right right, until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercisedexercised and without regard to whether the requirements set forth in Section 1.1(a) hereof have been satisfied.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s Company`s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s Company`s option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”"TERMINATION DATE") and become null and void, provided, PROVIDED that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given provide the Holder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof and (2) this Warrant shall then become immediately exercisable by the Holder with respect to all of the shares of Common Stock for which this Warrant is then exercisable, and the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than corporation, a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s 's capital stock or assets to any other person, an initial public offering by the Company of its Common Stock (an "IPO"), or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s 's option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation consolidation, or sale, sale to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 7 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation consolidation, sale, or sale IPO (the “"Termination Date”") and become null and void, provided, provided that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty fifteen (2015) business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m.p.m, Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised. The provisions of this Section 7 shall not apply to any merger or consolidation involving (1) only a change in the state of incorporation of the Company, or (2) a merger of the Company with or into a wholly-owned subsidiary of the Company which is incorporated in the United States of America.

Termination Upon Certain Events. IfUpon the dissolution, subsequent to the Initial Business Combination, there shall be a merger liquidation ------------------------------- or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or business, properties and assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or upon any reorganization, merger or consolidation in which the Company does not survive, or upon any reorganization, merger or consolidation in which the Company does survive and the Company's stockholders have the opportunity to receive cash, securities of another corporation or other property in exchange for their capital stock of the successor Company, or upon sale of substantially all the property of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation resulting from the mergeror person, consolidation or salethis Agreement and each outstanding Option granted hereunder shall terminate; provided, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, that in such case, appropriate adjustment shall be made event (i) if Optionee is not tendered an option by the surviving corporation in the application accordance with all of the provisions terms of this Section 8(aclause (ii) to immediately below or does not accept any such substituted option which is so tendered, Optionee shall have the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or right until three (b3) this Warrant shall terminate on days before the effective date of such mergerdissolution, liquidation, reorganization, merger or consolidation to exercise, in whole or sale (the “Termination Date”) and become null and voidin part, provided, that if this Warrant shall not have otherwise terminated any unexpired Option or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) business days prior Options issued to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder Optionee to the extent the Option was vested as of such effective date; or (ii) in its sole and absolute discretion, the surviving corporation in any reorganization, merger or consolidation may, but shall not previously exercisedbe so obligated to, tender to Optionee an option or options to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required to substantially preserve the rights and benefits of the Option or any portion thereof then outstanding under this Agreement and, if accepted by Optionee, such new option shall replace the Option under this Agreement.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder Warrantholder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) 10 to the end that the provisions of this Section 3 6 hereof shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”) and become null and void, provided, provided that if this Warrant shall not have otherwise terminated or expired, (1i) the Company shall have given the Holder Warrantholder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof and (2ii) the Holder Warrantholder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, If there shall be a merger or consolidation of the Company with or into another corporation (other than corporation, a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s 's capital stock or assets to any other person, person or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s 's option, either: (a) provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation consolidation, or sale, sale to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 7 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”"TERMINATION DATE") and become null and void, provided, provided that if this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty fifteen (2015) business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercised. The provisions of this Section 7 shall not apply to any merger or consolidation involving (1) only a change in the state of incorporation of the Company, or (2) a merger of the Company with or into a wholly-owned subsidiary of the Company which is incorporated in the United States of America.

Termination Upon Certain Events. If, subsequent to the Initial Business Combination, there shall be a merger or consolidation of the Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s 's capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s 's option, either: (a) provision shall be made so that that, subject to Section 1.1(a) hereof, the Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (assuming all of the requirements of Section 1.1(a) had been satisfied), and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a7(a) to the end that the provisions of this Section 3 7(a) shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such merger, consolidation or sale (the “Termination Date”"TERMINATION DATE") and become null and void, provided, that if this Warrant shall not have otherwise terminated or expired, (1i) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof thereof, and (2ii) the Holder shall have the right right, until 5:00 p.m., Eastern Standard Time, on the day immediately prior to the Termination Date to exercise its rights hereunder to the extent not previously exercisedexercised and without regard to whether the requirements set forth in Section 1.1(a) hereof have been satisfied.

Termination Upon Certain Events. IfIn the event of a sale of all or substantially all of the assets of the Company to, subsequent to the Initial Business Combination, there shall be or a merger or consolidation of the Company with or into another corporation into, any other entity (other than (i) a merger in which the sole consideration delivered to the stockholders of the Company consists of equity securities of the surviving corporation, or reorganization involving only (ii) a merger the sole purpose of which is to change in the state of incorporation of the Company Company) or a dissolution or the acquisition by the Company adoption of other businesses where the Company survives as a going concern), or the sale plan of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision Company shall be made so that give the Holder shall thereafter be entitled to receive the number notice of shares of stock or other securities or property of the Companyany such sale, or of the successor corporation resulting from the merger, consolidation consolidation, dissolution or sale, adoption at least 30 days prior to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such sale, merger, consolidation consolidation, dissolution or sale adoption (the “Termination "Effective Date”) and become null and void, provided, that if "). If this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m.p.m, Eastern Standard Time, on the day immediately prior to the Termination Effective Date to exercise its rights hereunder to the extent not previously exercised, but may make such exercise conditional upon the consummation of any such transaction on the Effective Date. In the event that the Holder does not exercise or give notice to the Company of its intent not to exercise its rights hereunder prior to the Effective Date, the Holder shall be deemed to have exercised its right to exercise this Warrant pursuant to Section 1.4 hereof and shall be treated as if Holder had exercised this Warrant under such Section 1.4 at the close of business on the day immediately prior to the Effective Date, and upon the delivery of the cash or other property due to the Holder under Section 1.4 hereof, this Warrant shall terminate.

Termination Upon Certain Events. IfIn the event of a sale of all or substantially all of the assets of the Company to, subsequent to the Initial Business Combination, there shall be or a merger or consolidation of the Company with or into another corporation into, any other entity (other than (i) a merger in which the Company is the surviving corporation and the sole consideration (if any) delivered to the stockholders of the Company consists of equity securities of the Company, (ii) a merger in which the Company is not the surviving corporation and the sole consideration delivered to the stockholders of the Company consists of equity securities of the surviving corporation, or reorganization involving only (iii) a merger the sole purpose of which is to change in the state of incorporation of the Company Company) or a dissolution or the acquisition by the Company adoption of other businesses where the Company survives as a going concern), or the sale plan of all or substantially all of the Company’s capital stock or assets to any other person, or the liquidation or dissolution of the Company, then as a part of such transaction, at the Company’s option, either: (a) provision Company shall be made so that give the Holder shall thereafter be entitled to receive the number notice of shares of stock or other securities or property of the Companyany such sale, or of the successor corporation resulting from the merger, consolidation consolidation, dissolution or sale, adoption at least 30 days prior to which the Holder would have been entitled if the Holder had exercised its rights pursuant to the Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions of this Section 8(a) to the end that the provisions of this Section 3 shall be applicable after that event in as nearly equivalent a manner as may be practicable); or (b) this Warrant shall terminate on the effective date of such any sale, merger, consolidation consolidation, dissolution or sale adoption (the “Termination "Effective Date”) and become null and void, provided, that if "). If this Warrant shall not have otherwise terminated or expired, (1) the Company shall have given the Holder written notice of such Termination Date at least twenty (20) business days prior to the occurrence thereof and (2) the Holder shall have the right until 5:00 p.m.p.m, Eastern Standard Time, on the day immediately prior to the Termination Effective Date to exercise its rights hereunder to the extent not previously exercised, but may make such exercise conditional upon the consummation of any such transaction on the Effective Date. In the event that the Holder does not exercise or give notice to the Company of its intent not to exercise its rights hereunder prior to the Effective Date, the Holder shall be deemed to have exercised its right to exercise this Warrant in whole pursuant to Section 1.4 hereof and shall be treated as if Holder had exercised this Warrant in whole under such Section 1.4 at the close of business on the day immediately prior to the Effective Date, and upon the delivery of the cash or other property due to the Holder under Section 1.4 hereof, this Warrant shall terminate.