Common use of Treatment of Warrant at Acquisition Clause in Contracts

Treatment of Warrant at Acquisition. A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the holders of the same series or class as the Shares is cash (excluding any equity awards made to any such holders in connection with an employment relationship with the Company or its successor), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

Treatment of Warrant at Acquisition. (A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the holders of the same series or class as the Shares is cash (excluding any equity awards made to any whether such holders in connection with an employment relationship with cash is paid at time that such Acquisition is consummated or subsequently, including without limitation through the Company payment of a promissory note or its successorearnout), either (a) Holder shall exercise its conversion or purchase right under convert this Warrant pursuant to the terms hereof and such exercise or conversion will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise or convert this Warrant pursuant to the Warrantterms hereof, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing consummation of the proposed Acquisition.

Treatment of Warrant at Acquisition. A(i) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the holders in such Acquisition is either (x) cash, (y) shares or other securities of a publicly-traded company listed on a national market or exchange, freely tradeable without restrictions within 90 days of the same series close of such Acquisition, or class as the Shares is cash (excluding any equity awards made to any such holders in connection with an employment relationship with the Company or its successor), z) a combination of (x) and (y) either (aA) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (bB) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

Treatment of Warrant at Acquisition. A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the holders of the same series or class as the Shares is cash (excluding any equity awards made to any such holders in connection with an employment relationship with the Company or its successor)cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed automatically effective immediately prior to the consummation of any such Acquisition and Holder shall participate in the Acquisition as a holder of the Shares (or securities issuable upon exercise of this Warrant) on the same terms as other holders of the same class and series of securities of the Company, or (bii) if Holder elects not to exercise the this Warrant, this Warrant will expire immediately prior to the consummation of any such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

Treatment of Warrant at Acquisition. A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition or an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an asset sale and in which the sole consideration to be received by the holders Affiliate (as defined below) of the same series or class as the Shares is cash Company (excluding any equity awards made to any such holders in connection with an employment relationship with the Company or its successora “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or True Asset Sale, as applicable, or (b) if Holder elects not to exercise the Warrant, this Warrant will expire be deemed to be converted pursuant to Article 1.2 immediately prior to the consummation of such AcquisitionAcquisition or True Asset Sale, as applicable. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten five (105) days prior to the closing of the proposed AcquisitionAcquisition or True Asset Sale, as applicable.

Treatment of Warrant at Acquisition. A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration to be received by the holders of the same series or class as the Shares is cash or publicly traded securities (excluding any equity awards made to any such holders in connection with an employment relationship with the Company or its successorsome combination thereof), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Acquisition giving rise to such notice)foregoing, which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition. Either together with such notice or as promptly as practicable thereafter, the Company shall provide Holder with such information as the Holder may, by written notice to the Company, reasonably request in connection with such contemplated Acquisition giving rise to such notice. The Company’s obligation to deliver such information to the Holder shall be subject to the Holder’s entry into a customary non-disclosure agreement with the Company.