Common use of Treatment of Warrant upon a Change of Control Clause in Contracts

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then a holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). If the holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant. The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) shall (i) assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant, and (ii) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, In the Company consummates event of a Change of Control, then a holder if this Warrant is outstanding immediately prior to such Change of Control then, at the option of the Holder, notice of which option elected by the Holder must be provided to the Company at least fifteen (15) days prior to the consummation of the Change of Control, (A) Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (less the aggregate applicable Exercise Price plus the distributions that the Holder is entitled to receive pursuant to Section 6 (if any)) or (B) the Company shall request that (I) the acquirer of the Company, (II) the successor or surviving entity or (III) the parent entity of the acquirer of the Company, in each case in connection with a Change of Control (each, the “Alternate ConsiderationAcquirer”) assume this Warrant in connection therewith. In the event of a Change of Control as set forth in Section 6(e)(A). If , the holders Company shall promptly, but no later than three (3) Business Days after the consummation of Common Stock are given any choice as the applicable Change of Control, pay or deliver to the Holder the securities, cash or property to be received contemplated in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this WarrantSection 6(e)(A). The Company shall not effect affect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) Acquirer shall either (i) assume the obligation to deliver to the Holder, such Alternate Consideration securities, cash or other property as, in accordance with the foregoing provisionsprovisions set forth in Section 6(e)(A), the Holder may be entitled to purchase, and the other obligations under this Warrant, and purchase or (ii) issue shall agree to assume the Holder a new warrant substantially Warrant as set forth in Section 6(e)(B). If the form Acquirer assumes this Warrant as set forth in Section 6(e)(B), then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Warrant Shares issuable upon exercise of the unexercised portion of this Warrant and consistent with as if such Warrant Shares were outstanding on the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration record date for the aggregate Exercise Price upon exercise thereofChange of Control and subsequent closing.

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then a holder the Holder shall have the right thereafter to receive, upon exercise of this WarrantWarrant (in whole at any time or in part from time to time), the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon such exercise in full of this Warrant (the “Alternate Consideration”). If the holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant. The Company shall not effect affect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) shall (i) assume the obligation to deliver to the Holder, Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to purchasereceive, and the other obligations under this Warrant. Notwithstanding the foregoing, and (ii) issue in the event of a Change of Control in which the aggregate consideration to the Holders as a result of its Warrant Shares would be less than $15,000,000, at the request of the Holder a new warrant substantially delivered before the ninetieth (90th) day after the consummation of such Change of Control, the Company (or the successor entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date of the Change of Control), cash in an amount equal to the form Black Scholes Value of the remaining unexercised portion of this Warrant and consistent with on the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereofdate of such Change of Control.

Treatment of Warrant upon a Change of Control. (i) If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then a holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). If the holders of Common Stock are given any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon exercise of this Warrant. The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity (the “Successor Entity”) shall (i) assume the obligation to deliver to the Holderholder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder holder may be entitled to purchase, and the other obligations under this Warrant, and (ii) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.