Common use of Treatment of Warrant Upon Acquisition of Company Clause in Contracts

Treatment of Warrant Upon Acquisition of Company. (a) Upon the written request of the Company, Xxxxxx agrees that, in the event of an Acquisition that is not an asset sale and in which the consideration is cash, Marketable Securities, or a combination thereof, either (i) 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 (ii) if Holder elects not to exercise the Warrant, this Warrant will expire 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 request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to such Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (b) Upon the written request of the Company, Xxxxxx agrees that, in the event of an Acquisition that is an “arm’s length” sale of all or substantially all of the Company’s assets on a consolidated basis to a third party that is not an Affiliate of the Company (a “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 (b) if Holder elects not to exercise the Warrant, this Warrant will continue following closing of such True Asset Sale if the Company continues as a going concern following the closing of 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 Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to such Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Treatment of Warrant Upon Acquisition of Company. (a) Upon For the written request purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, Xxxxxx agrees that, in consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition that is not an asset sale and in which the consideration is to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities, Securities or a combination thereofof cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire upon immediately prior to the consummation of such Acquisition. Acquisition and be of no further force or effect. (c) The Company shall provide the Holder with written notice of its request relating to the foregoing pending Cash/Public Acquisition (together with such reasonable information as the Holder may request reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days seven (7) Business Days prior to the date on which closing of the proposed Cash/Public Acquisition. In the event the Company closes its books or takes a record with respect to determining rights to vote with respect to does not provide such Acquisitionnotice, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (b) Upon the written request of the Companythen if, Xxxxxx agrees that, in the event of an Acquisition that is an “arm’s length” sale of all or substantially all of the Company’s assets on a consolidated basis to a third party that is not an Affiliate of the Company (a “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 Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or (b) if Holder elects not to exercise successor entity shall assume the obligations of this Warrant, and this Warrant will continue following shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such True Asset Sale if Acquisition, subject to further adjustment from time to time in accordance with the Company continues provisions of this Warrant. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a going concern Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such True Asset Sale. The Company shall provide Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder with written notice of its request relating in such Acquisition were Holder to the foregoing (together with such reasonable information as the Holder may request exercise this Warrant in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days full on or prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to closing of such Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Treatment of Warrant Upon Acquisition of Company. (a) Upon For the written request purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, Xxxxxx agrees that, in consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition that is not an asset sale and in which the consideration is to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities, Securities or a combination thereofof cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire upon immediately prior to the consummation of such Acquisition. . (c) The Company shall provide the Holder with written notice of its request relating to the foregoing Cash/Public Acquisition (together with such reasonable information as the Holder may request reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days seven (7) Business Days prior to the date on which closing of the proposed Cash/Public Acquisition. In the event the Company closes its books or takes a record with respect to determining rights to vote with respect to does not provide such Acquisitionnotice, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (b) Upon the written request of the Companythen if, Xxxxxx agrees that, in the event of an Acquisition that is an “arm’s length” sale of all or substantially all of the Company’s assets on a consolidated basis to a third party that is not an Affiliate of the Company (a “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 Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or (b) if Holder elects not to exercise successor entity shall assume the obligations of this Warrant, and this Warrant will continue following shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such True Asset Sale if Acquisition, subject to further adjustment from time to time in accordance with the Company continues provisions of this Warrant. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as a going concern amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such True Asset Sale. The Company shall provide Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder with written notice of its request relating in such Acquisition were Holder to the foregoing (together with such reasonable information as the Holder may request exercise this Warrant in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days full on or prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to closing of such Acquisition. As used in this Section 1.6(e), provided “Trading Market” means the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, the NYSE Amex, the New York Stock Exchange, or the over-the-counter market as reported by OTC Markets Group Inc. or, in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holdercase, any successor market.

Treatment of Warrant Upon Acquisition of Company. (a) Upon For the written request purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, Xxxxxx agrees that, in consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition that is not an asset sale and in which the consideration is to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities, Securities (as defined below) or a combination thereofof cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire upon immediately prior to the consummation of such Acquisition. . (c) The Company shall provide the Holder with written notice of its request relating to the foregoing Cash/Public Acquisition (together with such reasonable information as the Holder may request reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days seven (7) Business Days prior to the date on which closing of the proposed Cash/Public Acquisition. In the event the Company closes its books or takes a record with respect to determining rights to vote with respect to does not provide such Acquisitionnotice, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (b) Upon the written request of the Companythen if, Xxxxxx agrees that, in the event of an Acquisition that is an “arm’s length” sale of all or substantially all of the Company’s assets on a consolidated basis to a third party that is not an Affiliate of the Company (a “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 Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof. (d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or (b) if Holder elects not to exercise successor entity shall assume the obligations of this Warrant, and this Warrant will continue following shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such True Asset Sale if Acquisition, subject to further adjustment from time to time in accordance with the Company continues provisions of this Warrant. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as a going concern amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such True Asset Sale. The Company shall provide Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder with written notice of its request relating in such Acquisition were Holder to the foregoing (together with such reasonable information as the Holder may request exercise this Warrant in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days full on or prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to closing of such Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Treatment of Warrant Upon Acquisition of Company. (ai) Upon the written request of the Company, Xxxxxx agrees that, in the event of an Acquisition that is not an asset sale and (as defined below) in which the sole consideration is cash, Marketable Securities, or a combination thereof, either (ia) 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 (iib) if Holder elects not to exercise the Warrant, this Warrant will expire 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 request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 ten (10) days prior to the date on which closing of the Company closes its books or takes a record with respect to determining rights to vote with respect to such proposed Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (bii) Upon the written request of the Company, Xxxxxx agrees that, in the event of an a stock for stock Acquisition that of the Company by a publicly traded acquirer if, on the record date for the Acquisition, the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) is an 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 Acquisition 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. (iii) Upon the closing of any Acquisition other than those particularly described in subsections (i) or (ii) above, the successor entity shall assume the obligations of the Warrant, and the Warrant shall be exercisable for the 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 Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly. (iv) For the purpose of this Warrant, “arm’s lengthAcquisition” sale means any sale, license, or other disposition of all or substantially all of the assets of the Company’s assets on a consolidated basis to a third party that is not an Affiliate , or any reorganization, consolidation, or merger of the Company (a “True Asset Sale”)where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, 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 continue following closing of such True Asset Sale if the Company continues as a going concern following the closing of 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 other than in connection with such contemplated Acquisition giving rise an initial public offering or any transaction or series of transactions principally for bona fide equity financing purposes whereby the company issues (or agrees to such notice), which is to be delivered to Holder not less than 20 days prior to the date on which the Company closes its books issue) equity securities in exchange for cash or takes a record with respect to determining rights to vote with respect to such Acquisition, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holdercancellation of indebtedness.

Treatment of Warrant Upon Acquisition of Company. (a) Upon For the written request purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, Xxxxxx agrees that, in consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. (b) In the event of an Acquisition that is not an asset sale and in which the consideration is to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities, Securities or a combination thereofof cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise its conversion or purchase right under this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire upon immediately prior to the consummation of such Acquisition. . (c) The Company shall provide the Holder with written notice of its request relating to the foregoing a Cash/Public Acquisition (together with such reasonable information as the Holder may request reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than 20 days seven (7) Business Days prior to the date on which closing of the proposed Cash/Public Acquisition. In the event the Company closes its books or takes a record with respect to determining rights to vote with respect to does not provide such Acquisitionnotice, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. (b) Upon the written request of the Companythen if, Xxxxxx agrees that, in the event of an Acquisition that is an “arm’s length” sale of all or substantially all of the Company’s assets on a consolidated basis to a third party that is not an Affiliate of the Company (a “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 Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such Acquisition date to be exercised pursuant to Section 1.2 above as to all Shares (or (bsuch other securities) if Holder elects for which it shall not to exercise the Warrantpreviously have been exercised, this Warrant will continue following closing of such True Asset Sale if and the Company continues shall promptly notify Holder of the number of Shares (or such other securities) issued upon such exercise to Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as a going concern following the date thereof. (d) The Company shall give the Holder written notice at least seven (7) Business Days prior to the closing of such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing any Acquisition that is not a Cash/Public Acquisition (together an “Illiquid Acquisition”)(together with such reasonable information as the Holder may request reasonably require regarding the treatment of this Warrant in connection with such contemplated Illiquid Acquisition giving rise to such notice)) and use commercially reasonable efforts to cause the acquiror of the Company in such Illiquid Acquisition (the “Acquiror”) to assume this Warrant as a part of the Acquisition. If the Acquirer assumes this Warrant, which is then this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Warrant Stock issuable upon exercise of the unexercised portion of this Warrant as if such shares of Warrant Stock were outstanding on the record date for the Illiquid Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly, and the Warrant Price and number and class of Warrant Stock shall continue to be delivered subject to adjustment from time to time in accordance with the provisions hereof. If the Acquirer refuses to assume this Warrant in connection with an Illiquid Acquisition, or if the Acquisition is not an Illiquid Acquisition, then the Company shall give Registered Holder not less than 20 an additional written notice at least 5 days prior to the date closing of the Acquisition of such fact. In such event, notwithstanding any other provision of this Warrant to the contrary, Registered Holder may immediately exercise this Warrant in the manner specified in this Warrant with such exercise effective immediately prior to closing of such Acquisition and if Registered Holder elects not to exercise this Warrant, then notwithstanding anything to the contrary herein, this Warrant will terminate immediately prior to the closing of such Acquisition. (e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on which or prior to the Company closes its books or takes a record with respect to determining rights to vote with respect to closing thereof is then traded in Trading Market, and (iii) following the closing of such Acquisition, provided Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in each case that such information shall be made known Acquisition were Holder to exercise or convert this Warrant in full on or prior to the public prior to or in conjunction with closing of such notice being provided Acquisition, except to the Holderextent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) docs not extend beyond six (6) months from the closing of such Acquisition.