Common use of Major Transaction Clause in Contracts

Major Transaction. The Loan Parties and their Subsidiaries shall give Agent and the Lenders written notice of a transaction described in clause (A), (B), (C) or (D) of the definition of “Major Transaction” (as defined in the Warrants) at least fifteen (15) days prior to the consummation thereof but in any event not later than two (2) Business Days following the first public announcement thereof. The Lenders, within five (5) days after the receipt of such notice, in the exercise of their sole discretion, may deliver a notice to the Borrower (the “Put Notice”) that the Final Payment shall be due and payable and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon the consummation of such Major Transaction, with no further action taken by any Person as of or after the date of such Put Notice. If the Lenders deliver a Put Notice, then simultaneously with consummation of such Major Transaction, the Borrower shall make (or cause to be made) the Final Payment to the Lenders and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory to the Lenders, as determined by the Lenders in their sole discretion, that the Final Payment will be paid in full to the Lenders (and all remaining Subsequent Disbursement Commitments shall immediately and automatically terminate), in each case, concurrently with the consummation of such Major Transaction (which arrangements may include obtaining a written agreement from the acquiring Person, as applicable, that payment of the Final Payment shall be made to the Lenders upon the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory to the Lenders have been made. The Loan Parties shall not, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of this Section 5.3.

Major Transaction. The Loan Parties and their Subsidiaries If, after the First Closing Date, the Company shall give Agent and consolidate or merge with any other corporation or entity (other than a merger in which the Lenders written notice Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the outstanding shares of Common Stock (each of the foregoing being a "Major Transaction"), then each holder of a transaction described Warrant may thereafter, at its option, be entitled, at its election, either to (i) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest in each of the foregoing cases which is publicly traded, retain its Warrant and such Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (ii) regardless of whether clause (Ai) applies, receive consideration, in exchange for such Warrant, equal to the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), (B), (C) or (D) to which a holder of the definition number of “Major Transaction” (as defined in the Warrants) at least fifteen (15) days prior to the consummation thereof but in any event not later than two (2) Business Days following the first public announcement thereof. The Lenders, within five (5) days after the receipt shares of such notice, in Common Stock delivered upon the exercise of their sole discretion, may deliver a notice such Warrant would have been entitled upon such Major Transaction had such holder exercised the Warrant (without regard to any limitations on conversion or elsewhere contained) on the Borrower (trading date immediately preceding the “Put Notice”) that consummation of such Major Transaction and had such Common Stock been issued and outstanding and had such Warrantholder been the Final Payment shall be due and payable and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon holder of record of such Common Stock at the time of the consummation of such Major Transaction, with no further action taken by ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and shall cause the issuer of any Person security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated as of or after the date hereof among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of such Put Noticethe Company's obligations under the Registration Rights Agreement. If No later than five Business Days prior to the Lenders deliver a Put Noticeconsummation of the Major Transaction, then simultaneously with consummation but not prior to the public announcement of such Major Transaction, the Borrower Company shall make deliver written notice (or cause "Notice of Major Transaction") to be made) each holder of a Warrant of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the Final Payment to the Lenders amount and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as type of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory to the Lenders, as determined by the Lenders in their sole discretion, that the Final Payment will be paid in full to the Lenders (and all remaining Subsequent Disbursement Commitments shall immediately and automatically terminate), in each case, concurrently with the consummation of such Major Transaction (consideration which arrangements may include obtaining such holder of a written agreement from the acquiring Person, as applicable, that payment of the Final Payment shall be made to the Lenders upon the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory to the Lenders have been made. The Loan Parties shall not, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of Warrant would receive under this Section 5.3Section.

Major Transaction. The Loan Parties and their Subsidiaries If, after the First Closing Date, the Company ----------------- shall give Agent and consolidate or merge with any other corporation or entity (other than a merger in which the Lenders written notice Company is the surviving or continuing entity) or there shall occur any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property or any reclassification or change of the outstanding shares of Common Stock (each of the foregoing being a "Major Transaction"), then each holder of a transaction described Warrant may thereafter, at its option, be entitled, at its election, either to (i) in the event that the Common Stock remains outstanding or holders of Common Stock receive any common stock or substantially similar equity interest in each of the foregoing cases which is publicly traded, retain its Warrant and such Warrant shall continue to apply to such Common Stock or shall apply, as nearly as practicable, to such other common stock or equity interest, as the case may be, or (ii) regardless of whether clause (Ai) applies, receive consideration, in exchange for such Warrant, equal to the number of shares of stock or securities or property of the Company, or of the entity resulting from such Major Transaction (the "Major Transaction Consideration"), (B), (C) or (D) to which a holder of the definition number of “Major Transaction” (as defined in the Warrants) at least fifteen (15) days prior to the consummation thereof but in any event not later than two (2) Business Days following the first public announcement thereof. The Lenders, within five (5) days after the receipt shares of such notice, in Common Stock delivered upon the exercise of their sole discretion, may deliver a notice such Warrant would have been entitled upon such Major Transaction had such holder exercised the Warrant (without regard to any limitations on conversion or elsewhere contained) on the Borrower (trading date immediately preceding the “Put Notice”) that consummation of such Major Transaction and had such Common Stock been issued and outstanding and had such Warrantholder been the Final Payment shall be due and payable and all remaining Subsequent Disbursement Commitments shall be automatically terminated upon holder of record of such Common Stock at the time of the consummation of such Major Transaction, with no further action taken by ; and the Company shall make lawful provision for the foregoing as a part of such Major Transaction and shall cause the issuer of any Person security in such transaction which constitutes Registrable Securities under that certain Registration Rights Agreement dated as of or after the date hereof among the Company and the signatories thereto (the "Registration Rights Agreement") to assume all of such Put Noticethe Company's obligations under the Registration Rights Agreement. If No later than five Business Days prior to the Lenders deliver a Put Noticeconsummation of the Major Transaction, then simultaneously with consummation but not prior to the public announcement of such Major Transaction, the Borrower Company shall make deliver written notice (or cause "Notice of Major Transaction") to be made) each holder of a Warrant of such Notice of Major Transaction. Such Notice of Major Transaction shall indicate the Final Payment to the Lenders amount and all remaining Subsequent Disbursement Commitments shall be immediately and automatically terminated as type of the date of such Put Notice. In such case, the Loan Parties shall make arrangements satisfactory to the Lenders, as determined by the Lenders in their sole discretion, that the Final Payment will be paid in full to the Lenders (and all remaining Subsequent Disbursement Commitments shall immediately and automatically terminate), in each case, concurrently with the consummation of such Major Transaction (consideration which arrangements may include obtaining such holder of a written agreement from the acquiring Person, as applicable, that payment of the Final Payment shall be made to the Lenders upon the consummation of such Major Transaction). The Loan Parties hereby acknowledge and agree that the Secured Parties shall have the right to apply for an injunction in any state or federal courts sitting in the City of New York to prevent the consummation of such Major Transaction unless and until such arrangements satisfactory to the Lenders have been made. The Loan Parties shall not, and shall not permit any of their Subsidiaries to, consummate any Major Transaction without complying in all respects with the provisions of Warrant would receive under this Section 5.3Section.