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FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, # the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), # the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or # the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, # the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), # the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common StockShares are permitted to tender or exchange their shares of Common StockShares for other securities, cash or property and the holders of at least 50% of the Common StockShares accept such offer, or # the Company effects any reclassification of the Common StockShares or any compulsory share exchange pursuant to which the Common Stock isShares are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock)Shares) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common StockShares of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common StockShares for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common StockShare in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common StockShares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the Company effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or # the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a(eachFundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receivereceive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the Successor Entitysuccessor or acquiring corporation or of the CompanyCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assetsFundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination).Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issuesuccessor to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.Company

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the CompanyCompany, directly or indirectly, effects any salesale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, # anyany, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of at least 50% or more of the outstanding Common Stock accept such offer, orStock, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any reclassificationreclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (otherproperty, or # the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result50% of a subdivision or combination ofthe outstanding shares of Common Stock) (inStock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such case,stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receivereceive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant) the number of shares of Common Stock of the Successor Entitysuccessor or acquiring corporation or of the CompanyCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assetsFundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregardingFundamental Transaction (without regard to any limitation in Section 2(e) on the exercise contained herein solely for the purpose of such determination)this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. ToThe Company shall cause any successor entity in a Fundamental Transaction in which the extent necessaryCompany is not the survivor (the “Successor Entity”) to effectuateassume in writing all of the foregoing provisions, any Successor Entityobligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction shall issueand shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a new warrant consistentsecurity of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the foregoing provisions and evidencingsame effect as if such Successor Entity had been named as the Holder’s right to exercise such warrant into Alternate Consideration.Company herein

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the CompanyCompany, directly or indirectly, effects any salesale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, # anyany, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of at least 50% or more of the outstanding Common Stock accept such offer, orStock, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any reclassificationreclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (otherproperty, or # the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result50% of a subdivision or combination ofthe outstanding shares of Common Stock) (inStock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such case,stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the HolderNew Purchaser shall have the right to receivereceive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the New Purchaser (without regard to any limitation in Section 2(e) on the exercise of this Warrant) the number of shares of Common Stock of the Successor Entitysuccessor or acquiring corporation or of the CompanyCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assetsFundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregardingFundamental Transaction (without regard to any limitation in Section 2(e) on the exercise contained herein solely for the purpose of such determination)this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the HolderNew Purchaser shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. ToThe Company shall cause any successor entity in a Fundamental Transaction in which the extent necessaryCompany is not the survivor (the “Successor Entity”) to effectuateassume in writing all of the foregoing provisions, any Successor Entityobligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the New Purchaser and approved by the New Purchaser (without unreasonable delay) prior to such Fundamental Transaction shall issueand shall, at the option of the New Purchaser, deliver to the HolderNew Purchaser in exchange for this Warrant a new warrant consistentsecurity of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the New Purchaser. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the foregoing provisions and evidencingsame effect as if such Successor Entity had been named as the Holder’s right to exercise such warrant into Alternate Consideration.Company herein

FUNDAMENTAL TRANSACTIONS.Fundamental Transactions. If, at any time while this Warrant is outstanding,outstanding # the Company effects any merger or consolidation of the Company with or into another entity andPerson, in which the Company is not the surviving entity (suchor the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity, the “Successor Entity”),entity immediately after such merger or consolidation, # the Company effects any sale to another Person of all or substantially all of its assets in one or a series of related transactions, # pursuant to any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to whichPerson), holders of Common Stock are permitted tocapital stock who tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at leastrepresenting more than 50% of the Common Stock acceptvoting power of the capital stock of the Company and the Company or such offer,other Person, as applicable, accepts such tender for payment, # the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company or # the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock)Stock covered by Section 9(a) above) (in any such case, a Fundamental Transaction“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,then following such Fundamental Transaction the Holder shall have the right 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 number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a resultoccurrence of such reorganization, reclassification, merger, consolidation or disposition of assets by aFundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of sharesWarrant Shares then issuable upon exercise in full of Common Stock for which this Warrant is exercisable immediately priorwithout regard to such event (disregarding any limitationlimitations on exercise contained herein solely for(the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the purposeCompany is not the surviving entity or the Alternate Consideration includes securities of such determination). For purposesanother Person unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including any purchaser of any such exercise, the determinationassets of the Exercise PriceCompany) shall be appropriately adjustedassume the obligation to applydeliver to the Holder, such Alternate Consideration based on the amount of Alternate Consideration issuableas, in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuateaccordance with the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent withmay be entitled to receive, and the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.other obligations under this Warrant.

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the CompanyCompany, directly or indirectly, effects any salesale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, # anyany, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of at least 50% or more of the outstanding Common Stock accept such offer, orStock, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any reclassificationreclassification, reorganization, or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (otherproperty, or # the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result50% of a subdivision or combination ofthe outstanding shares of Common Stock) (inStock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such case,stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, uponthe Company shall cause any subsequent exercisesuccessor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Warrant,Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder shall haveand approved by the rightHolder (without unreasonable delay) prior to receivesuch Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity orshall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holdershall assume all of the numberobligations of shares of Common Stock for whichthe Company under this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be givenother Transaction Documents with the same choiceeffect as to the Alternate Consideration it receives upon any exercise of this Warrant followingif such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue tohad been named as the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.Company herein.

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the CompanyCompany, directly or indirectly, effects any salesale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, # anyany, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of at least 50% or more of the outstanding Common Stock accept such offer, orStock, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any reclassificationreclassification, reorganization, or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (otherproperty, or # the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result50% of a subdivision or combination ofthe outstanding shares of Common Stock) (inStock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such case,stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, uponthe Company shall cause any subsequent exercisesuccessor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Warrant,Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder shall haveand approved by the rightHolder (without unreasonable delay) prior to receivesuch Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity orshall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holdershall assume all of the numberobligations of shares of Common Stock for whichthe Company under this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be givenother Transaction Documents with the same choiceeffect as to the Alternate Consideration it receives upon any exercise of this Warrant followingif such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue tohad been named as the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.Company herein.

FUNDAMENTAL TRANSACTIONS.Fundamental Transaction. If, at any time while this Warrant is outstanding, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”),Person, # the CompanyCompany, directly or indirectly, effects any salesale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, # anyany, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares of Common Stock for other securities, cash or property and has been accepted by the holders of at least 50% or more of the outstanding Common Stock accept such offer, orStock, # the CompanyCompany, directly or indirectly, in one or more related transactions effects any reclassificationreclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (otherproperty, # the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than as a result50% of a subdivision or combination ofthe outstanding shares of Common Stock) (inStock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such case,stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receivereceive, for each Warrant Share that would have been issuable (without regard to any limitation on the numberexercise of this Warrant), at the option of the Holder, the number, class, and series of shares of Common Stockstock of the Successor Entitysuccessor or acquiring corporation or of the CompanyCompany, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assetsFundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregardingFundamental Transaction (without regard to any limitation on the exercise contained herein solely for the purpose of such determination)this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. ToNotwithstanding anything to the extent necessary to effectuatecontrary, in the foregoing provisions,event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction or # the positive difference between the cash per share paid in such Fundamental Transaction minus the then in effect Exercise Price. “Black Scholes Value” means the value of the unexercised portion of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately prior to consummation of the applicable Fundamental Transaction for pricing purposes and reflecting # a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, # an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately preceding the public announcement of the applicable Fundamental Transaction, # the underlying price per share used in such calculation shall issuebe the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and # a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a new warrant consistentsecurity of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the foregoing provisions and evidencingsame effect as if such Successor Entity had been named as the Holder’s right to exercise such warrant into Alternate Consideration.Company herein.

FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, # the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), # the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or # the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assetsFundamental Transaction by a holder of the number of shares of Common StockOrdinary Shares for which this Warrant is exercisable immediately prior to such event (disregardingFundamental Transaction (without regard to any limitation in [Section 2(e)] on the exercise contained herein solely for the purpose of such determination)this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common StockOrdinary Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common StockOrdinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. ToThe Company shall cause any successor entity in a Fundamental Transaction in which the extent necessaryCompany is not the survivor (the “Successor Entity”) to effectuateassume in writing all of the foregoing provisions, any Successor Entityobligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this [Section 3(d)] pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction shall issueand shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a new warrant consistentsecurity of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares, such number of shares and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the foregoing provisionsCompany, may exercise every right and evidencingpower of the Holder’s right to exerciseCompany prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such warrant into Alternate Consideration.Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein.

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