Common use of Treatment of Warrant at Change in Control Clause in Contracts

Treatment of Warrant at Change in Control. (i.) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon the written request of the Company, the holder agrees that, in the event of a Change in Control that is not an Asset Sale, either (at the option of the holder) (a) the 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 Change in Control or (b) if the holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Change in Control. 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 request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder not less than twenty (20) days prior to the closing of the proposed Change in Control. (ii.) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon the written request of the Company, the holder agrees that, in the event of a Change in Control that is an “arms length” Asset Sale to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (at the option of the Holder) (a) the 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 Change in Control or (b) if the holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. 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 request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder not less than twenty (20) days prior to the closing of the proposed Change in Control. For purposes of this Warrant, the term “successor entity” shall mean any person or entity purchasing the Company’s assets or Common Stock, or any successor entity resulting from a Change of Control.

Treatment of Warrant at Change in Control. (i.A) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon Upon the written request of the Company, the holder Holder agrees that, in the event of a Change in Control that is not an Asset Saleasset sale, either (at the option of the holder) (a) the holder 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 Change in Control or (b) if the holder Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Change in Control. The Company shall provide the holder Holder with written notice of its request relating to the foregoing (together with such reasonable information as the holder Holder may request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder Holder not less than twenty ten (2010) days prior to the closing of the proposed Change in Control. (ii.B) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon Upon the written request of the Company, the holder Holder agrees that, in the event of a Change in Control that is an “arms length” Asset Sale sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (at the option of the Holder) (a) the holder 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 Change in Control or (b) if the holder Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the holder Holder with written notice of its request relating to the foregoing (together with such reasonable information as the holder Holder may request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder Holder not less than twenty ten (2010) days prior to the closing of the proposed Change in Control. For purposes . (C) Upon the written request of the Company, Holder agrees that, in the event of a stock for stock Change in Control of the Company by a publicly traded acquirer, Company may require the Warrant to be deemed automatically exercised and the Holder shall participate in the Change in Control as a holder of the Shares (or other securities issuable upon exercise of the Warrant) on the same terms as other holders of the same class of securities of the Company. (D) Upon the closing of any Change in Control other than those particularly described in subsections (A), (B) and (C) above, the successor entity, if any, and if applicable, shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the term “successor entity” same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Change in Control and subsequent closing. The Warrant Price and/or number of Shares shall mean any person or entity purchasing the Company’s assets or Common Stock, or any successor entity resulting from a Change of Controlbe adjusted accordingly.

Treatment of Warrant at Change in Control. (i.A) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon Upon the written request of the Company, the holder Holder agrees that, in the event of a an Change in Control that is not an Asset Saleasset sale and in which the sole consideration is cash, either (at the option of the holder) (a) the holder 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 Change in Control or (b) if the holder Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Change in Control. The Company shall provide the holder Holder with written notice of its request relating to the foregoing (together with such reasonable information as the holder Holder may request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder Holder not less than twenty ten (2010) days prior to the closing of the proposed Change in Control. (ii.B) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon Upon the written request of the Company, the holder Holder agrees that, in the event of a an Change in Control that is an “arms length” Asset Sale sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (at the option of the Holder) (a) the holder 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 Change in Control or (b) if the holder Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the holder Holder with written notice of its request relating to the foregoing (together with such reasonable information as the holder Holder may request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder Holder not less than twenty ten (2010) days prior to the closing of the proposed Change in Control. For purposes . (C) Upon the written request of the Company, Holder agrees that, in the event of a stock for stock Change in Control of the Company by a publicly traded acquirer if, on the record date for the Change in Control, the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) is equal to or greater than three (3) times the Warrant Price, Company may require the Warrant to be deemed automatically exercised and the Holder shall participate in the Change in Control as a holder of the Shares (or other securities issuable upon exercise of the Warrant) on the same terms as other holders of the same class of securities of the Company. (D) Upon the closing of any Change in Control other than those particularly described in subsections (A), (B) and (C) above, the successor entity, if any, and if applicable, shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the term “successor entity” same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Change in Control and subsequent closing. The Warrant Price and/or number of Shares shall mean any person or entity purchasing the Company’s assets or Common Stock, or any successor entity resulting from a Change of Controlbe adjusted accordingly.

Treatment of Warrant at Change in Control. (i.i) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon the written request of the Company, the holder agrees that, in the event of a Change in Control that is not an Asset Sale, either (at the option of the holder) (a) the 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 Change in Control or (b) if the holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Change in Control. 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 request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder not less than twenty (20) days prior to the closing of the proposed Change in Control. (ii.) Unless the holder has elected to exercise its rights under Section 8(b)(v) below, upon the written request of the Company, the holder agrees that, in the event of a Change in Control that is an “arms length” Asset Sale to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (at the option of the Holder) (a) the 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 Change in Control or (b) if the holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. 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 request in connection with such contemplated Change in Control giving rise to such notice), which is to be delivered to the holder not less than twenty (20) days prior to the closing of the proposed Change in Control. For purposes of this Warrant, the term “successor entity” shall mean any person or entity purchasing the Company’s assets or Common Stock, or any successor entity resulting from a Change of Control.