Common use of Acquisition Event Clause in Contracts

Acquisition Event. (1) Upon the consummation of an Acquisition Event, the Corporation or any acquirer of the Corporation or its business (as determined by the Board of Directors), or any Affiliate of any of them, shall purchase, and each Holder shall sell to such purchaser, all Warrants that on the consummation of the Acquisition Event have not been exercised (the “Remaining Warrants”), in consideration of such purchaser paying to such Holder, within five (5) Business Days after the consummation of the Acquisition Event, cash (less any applicable withholding taxes) in an amount equal to the Black Scholes Value of any Remaining Warrants (the “Purchase Amount”). The Warrant Certificates representing Warrants purchased pursuant to this Section 5.2 shall forthwith be delivered to and cancelled by the Warrant Agent upon the written direction of the Corporation. (2) For the purpose of this Section 5.2, “Black Scholes Value” shall mean the value of the Remaining Warrant, which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the date of consummation of the Acquisition Event for pricing purposes and reflecting (A) 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 Acquisition Event and the Expiry Date; (B) an expected volatility equal to 35%; (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration (as determined in good faith by the Board of Directors), if any, being offered in such Acquisition Event, and (D) a remaining option time equal to the time between the date of the public announcement of the Acquisition Event and the Expiry Date.