Common use of Corporate Existence; Major Transaction Clause in Contracts

Corporate Existence; Major Transaction. (A) The Company has failed to (x) either satisfy the requirements of Section 5(c)(iv)(a) above or place the Major Transaction Warrant Early Termination Price or the Cashless Major Shares, as the case may be, into escrow or (y) if an escrow account is required to be established pursuant to Section 5(c)(iv), to instruct the escrow agent to release such amount or such shares, as the case may be, to the Holder pursuant to Section 5(c)(iv), or (B) with respect to a Major Transaction that is to be treated as an Assumption under the terms hereof, the Company has failed to meet the Assumption requirements of Section 5(c)(ii).

Corporate Existence; Major Transaction. (A) The Company has failed to (x1) either satisfy the requirements of Section 5(c)(iv)(a) above or place the Successor Major Transaction Warrant Early Termination Price or the Cashless Major Shares, as the case may be, Consideration into escrow or (y) if an escrow account is required to be established pursuant to Section 5(c)(iv), to and instruct the escrow agent to release such amount or such shares, as the case may be, Successor Major Transaction Consideration to the Holder pursuant to Section 5(c)(iv5(b)(iii), or (2) obtain the written agreement of the Successor Entity and cause the Successor Entity to make payment as described in Section 5(b)(iii), (B) the Successor Major Transaction Consideration is not paid contemporaneously with the consummation of the Successor Major Transaction, or (C) with respect to a Major Transaction that is to be treated as an Assumption under the terms hereof, the Company has failed to meet the Assumption requirements of Section 5(c)(ii5(b)(i).; or