APPRECIATION RIGHT Clause Samples

APPRECIATION RIGHT. At any time on or after August 7, 2000, in lieu of exercising this Warrant as specified in Sections 2 and 3 above, the Warrantholders may from time to time at the Warrantholders' option require the Company to purchase this Warrant or any portion hereof, for cash, at a price equal to the then Fair Value of the Common Stock issuable upon exercise of this Warrant less the Exercise Price. Upon the Warrantholders' exercise of this option, the Company shall promptly wire transfer to the Warrantholders such amount in immediately available funds as is required under this Section 4(b), but in no event later than five (5) business days after the exercise of such option, in immediately available funds.

APPRECIATION RIGHT. If and when the Company has consummated (i) a public offering of its Equity Securities pursuant to a general form of registration under the Securities Act, (ii) the acquisition of the Company by another Entity by means of any transaction or series or related transactions (including, without limitation, any reorganization, merger or consolidation) unless the Company's shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale, hold, directly or indirectly, at least fifty percent (50%) of the voting power of the surviving or acquiring entity, or (iii) the sale of all or substantially all of the assets of the Company, then in lieu of exercising this Warrant as specified in Sections 2 and 3 above, the Warrantholders may at the Warrantholders' option, require the Company to pay it an amount of cash equal to the Fair Value of the Common Stock issuable upon exercise of this Warrant less the Exercise Price. Upon the Warrantholders' exercise of this option, the Company shall promptly wire transfer to the Warrantholders such amount in immediately available funds as is required under this Section 4(b), but in no event later than five (5) business days after the exercise of such option, in immediately available funds.

APPRECIATION RIGHT. In lieu of exercising this Warrant as specified in Sections 2 and 3 above, the Warrantholders may, at any time, and from time to time after the third anniversary date of this Agreement, require the Company to purchase all or a portion of the Warrant Shares (but in no event shall such portion represent less than one-third of the Warrant Shares), for cash, at a price equal to the then Fair Value of the Common Stock issuable upon exercise of this Warrant less the Exercise Price. Upon the Warrantholders' exercise of this option, the Company shall promptly wire transfer to the Warrantholders such amount as is required under this Section 4(b), but in no event later than five (5) business days after the exercise of such option, in immediately available funds. Notwithstanding anything in this Section 4(b) to the contrary, the rights of the Warrantholders under the preceding sentences of this Section 4(b) ("Appreciation Rights") shall terminate when (i) all of the Warrant Shares have been registered under the Securities Act and (ii) the Term Note has been paid in full or cash in the unpaid balance of the Term Note remains pledged to the holder of the Term Note in accordance with Section 2.4(c) of the Loan Agreements; provided, however, the Warrantholders shall not be able to exercise the Appreciation Rights unless the Warrantholders have made a request to the Company pursuant to Section 11(a) or (b) to register all the Registrable Stock under the Securities Act and such Registrable Stock has not been registered within one hundred eight (180) days after the making of the request for registration of all Registrable Stock.