Common use of Acceleration of Warrants Clause in Contracts

Acceleration of Warrants. In the event that, during the periodbeginning on the date of this Agreement and ending on the first anniversary of this Agreement, the Company or its shareholders enter into one or more agreements to dispose of all or substantially all of the assets of the Company or 50% or more of the outstanding capital stock of the Company by means of sale (whether as a result of a tender offer or otherwise), merger, reorganization or liquidation in one or a series of related transactions (each an "Acceleration Event"), then the Company shall give notice to Holder and Holder shall have the right to (i) exercise the full number of Common Shares subject to the Warrant during the period beginning on the date of such notice and ending on the day before the scheduled date of consummation of the Acceleration Event; provided that any exercise of the Warrant during such period shall not be permitted if the exercise of the Warrant or the issuance of Warrant Shares would cause the termination of the Company's S election under the Internal Revenue Code of 1986, as amended; or (ii) or cause the Company to repurchase the Warrant from the Holder, and the Company hereby agrees to repurchase the Warrant if so elected by the Holder, for a purchase price equal to the amount the Holder would be entitled to receive pursuant to the Acceleration Event had the Holder elected to exercise the Warrant, less the applicable Warrant Exercise Price (the "Warrant Consideration").The Warrant Consideration shall be paid by the Company promptly in full on the closing of the Acceleration Event, in cash or other consideration in the same proportions as the same is payable to the shareholders of the Company on consummation of the Acceleration Event. Notwithstanding the foregoing, any exercise of the Warrant during such period shall be conditioned upon the consummation of the Acceleration Event and shall be effective only immediately before such consummation, except to the extent that the Holder may indicate, in writing, that such exercise is unconditional with regard to all or part of the unaccelerated portion of the Warrant. Upon consummation of the Acceleration Event, the Warrant, whether or not accelerated, shall terminate and cease to be exercisable unless assumed by the successor. The grant of this Warrant shall not affect in any way the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration of Warrants. In the event that, during the periodbeginning on the date of this Agreement and ending on the first anniversary of this Agreement, the Company or its shareholders enter into one or more agreements to dispose of all or substantially all of the assets of the Company or 50% or more of the outstanding capital stock of the Company by means of sale (whether as a result of a tender offer or otherwise), merger, reorganization or liquidation in one or a series of related transactions (each an "Acceleration Event"), then the Company shall give notice to Holder and Holder shall have the right to (i) exercise the full number of Common Shares subject to the Warrant during the period beginning on the date of such notice and ending on the day before the scheduled date of consummation of the Acceleration Event; provided that any exercise of the Warrant during such period shall not be permitted if the exercise of the Warrant or the issuance of Warrant Shares would cause the termination of the Company's S election under the Internal Revenue Code of 1986, as amended; or (ii) or cause the Company to repurchase the Warrant from the Holder, and the Company hereby agrees to repurchase the Warrant if so elected by the Holder, for a purchase price equal to the amount the Holder would be entitled to receive pursuant to the Acceleration Event had the Holder elected to exercise the Warrant, less the applicable Warrant Exercise Price (the "Warrant Consideration").The Consideration"). The Warrant Consideration shall be paid by the Company promptly in full on the closing of the Acceleration Event, in cash or other consideration in the same proportions as the same is payable to the shareholders of the Company on consummation of the Acceleration Event. , Notwithstanding the foregoing, any exercise of the Warrant during such period shall be conditioned upon the consummation of the Acceleration Event and shall be effective only immediately before such consummation, except to the extent that the Holder may indicate, in writing, that such exercise is unconditional with regard to all or part of the unaccelerated portion of the Warrant. Upon consummation of the Acceleration Event, the Warrant, whether or not accelerated, shall terminate and cease to be exercisable unless assumed by the successor. The grant of this Warrant shall not affect in any way the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration of Warrants. In the event that, during the periodbeginning period beginning on the date of this Agreement and ending on the first anniversary of this Agreement, the Company or its shareholders enter into one or more agreements to dispose of all or substantially all of the assets of the Company or 50% or more of the outstanding capital stock of the Company by means of sale (whether as a result of a tender offer or otherwise), merger, reorganization or liquidation in one or a series of related transactions (each an "Acceleration Event"), then the Company shall give notice to Holder and Holder shall have the right to (i) exercise the full number of Common Shares subject to the Warrant during the period beginning on the date of such notice and ending on the day before the scheduled date of consummation of the Acceleration Event; provided that any exercise of the Warrant during such period shall not be permitted if the exercise of the Warrant Wan-ant or the issuance of Warrant Shares would cause the termination of the Company's S election under the Internal Revenue Code of 1986, as amended; or (ii) or cause the Company to repurchase the Warrant from the Holder, and the Company hereby agrees to repurchase the Warrant if so elected by the Holder, for a purchase price equal to the amount the Holder would be entitled to receive pursuant to the Acceleration Event had the Holder elected to exercise the Warrant, less the applicable Warrant Exercise Price (the "Warrant Consideration").The Consideration"). The Warrant Consideration shall be paid by the Company promptly in full on the closing of the Acceleration Event, in cash or other consideration in the same proportions as the same is payable to the shareholders of the Company on consummation of the Acceleration Event. Notwithstanding the foregoing, any exercise of the Warrant during such period shall be conditioned upon the consummation of the Acceleration Event and shall be effective only immediately before such consummation, except to the extent that the Holder may indicate, in writing, that such exercise is unconditional with regard to all or part of the unaccelerated portion of the Warrant. Upon consummation of the Acceleration Event, the Warrant, whether or not accelerated, shall terminate and cease to be exercisable unless assumed by the successor. The grant of this Warrant shall not affect in any way the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.