Common use of Major Transactions Clause in Contracts

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), the Company will give the Holder at ----------------- least ten (10) Business Days written notice prior to the closing of such Major Transaction; provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In (i) If the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption Company shall consolidate with or other similar event, as a result of which merge into any corporation or reclassify its outstanding shares of Common Stock (other than by way of subdivision or reduction of such shares), or if there shall occur any share exchange pursuant to which all of the Company outstanding shares of Common Stock are converted into other securities or property, then each holder of a Warrant shall thereafter be changed into entitled to receive consideration, in exchange for such Warrant, equal to the greater of, as determined in the sole discretion of such holder: (x) a warrant to purchase (at the same or a different aggregate exercise price and on the same terms and conditions as the Warrant surrendered) the number of shares of the same or another class or classes of stock or securities or other assets property of the Company Company, or another of the entity or resulting from such transaction, to which a holder of the number of shares of Common Stock delivered upon exercise of such Warrant would have been entitled upon such transaction had the holder of such Warrant exercised (without regard to any limitations on exercise herein contained) the Warrant on the trading date immediately preceding the public announcement of such transaction and had such Common Stock been issued and outstanding and had such holder been the holder of record of such Common Stock at the time of such transaction, and the Company shall sell all make lawful provision therefor as a part of such consolidation, merger or substantially all of its assets reclassification; and (each of the foregoing being a "Major Transaction"), y) cash paid by the Company will give the Holder at ----------------- least ten (10) Business Days written notice prior in immediately available funds, in an amount equal to the closing Black-Scholes Amount (as defined herein) times the number of such Major Transaction; provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share shares of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of which this Warrant following was exercisable (without regard to any limitations on exercise herein contained) on the date immediately preceding the date of such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holdertransaction.

Major Transactions. In the event of a merger, ------------------ consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major ----- Transaction"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days ----------- days written notice prior to the closing of such Major TransactionTransaction (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on exercise contained in paragraph 4 hereof, the Holder would beneficially own more than 4.99% of the Common Stock then outstanding); provided, however, that the ----------------- Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major Transaction; provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, : (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, ; and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's ’s Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, Major Transaction (as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"defined below), the Company will give the Holder at ----------------- least ten (10) Business Trading Days written notice prior to the earlier of (x) the closing or effectiveness of such Major Transaction; provided, however, that Transaction and (y) the Company shall publicly -------- ------- disclose record date for the terms receipt of any such Major Transaction on shares of stock or before securities or other assets. In the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence event of a Major Transaction, (i) the Holder shall be permitted (but not required) to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued issuable to the Holder for upon such exercise, the same per share consideration paid payable to the other holders of Common Stock in connection with such Major Transaction, and (ii) if . If and to the extent that the Holder retains any portion of this Warrant remains unexercised following such record date, then, following the record date, the Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Holder would have been entitled to receive pursuant to such Major Transaction if such exercise had taken place immediately prior to such record date. In such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Section 5 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon exercise of this Warrant and the Company will shall cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, entity to assume in writing the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.this

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major TransactionTransaction (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on exercise contained in Section 4 hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Corporation in writing of such circumstance); provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's ’s Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major TransactionTransaction (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on exercise contained in paragraph 4 hereof, the Holder would beneficially own more than 4.9% of the Common Stock then outstanding, and the Holder has notified the Corporation in writing of such circumstance); provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's ’s Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, ------------------ consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major Transaction; provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major Transaction"), the Company will give the Holder at ----------------- least ten twenty (1020) Business Trading Days written notice prior to the earlier of (x) the closing or effectiveness of such Major Transaction; provided, however, that Transaction and (y) the Company shall publicly -------- ------- disclose record date for the terms receipt of any such Major Transaction on shares of stock or before securities or other assets. In the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence event of a Major Transaction, (i) the Holder shall be permitted (but shall not be required) to either (i) require the Company to repurchase this Warrant for an amount to the value of this Warrant calculated pursuant to the Black-Scholes pricing model or (ii) exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued issuable to Holder for upon such exercise, the same per share consideration paid payable to the other holders of Common Stock in connection with such Major Transaction, and (ii) if . If and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors may be necessary in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major Transaction; providedPROVIDED, howeverHOWEVER, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major TransactionTransaction (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on exercise contained in paragraph 4 hereof, the Holder would beneficially own more. than 4.99% of the Common Stock then outstanding); provided, however, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "“Major Transaction"”), the Company will give the Holder at ----------------- least ten twenty (1020) Business Trading Days written notice prior to the earlier of (x) the closing or effectiveness of such Major Transaction; provided, however, that Transaction and (y) the Company shall publicly -------- ------- disclose record date for the terms receipt of any such Major Transaction on shares of stock or before securities or other assets. In the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence event of a Major Transaction, (i) the Holder shall be permitted either (i) where the surviving entity in a Major Transaction does not have a class of equity security registered pursuant to Section 12 of the Exchange Act, or such equity security does not trade on a national exchange or automated quotation system, to require the Company to repurchase this Warrant for an amount to the value of this Warrant calculated pursuant to the Black-Scholes pricing model or (ii) to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued issuable to Holder for upon such exercise, the same per share consideration paid payable to the other holders of Common Stock in connection with such Major Transaction, and (ii) if . If and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors may be necessary in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major TransactionTransaction (which period shall be increased to sixty one (61) days if, at such time, without giving effect to the limitation on exercise contained in paragraph 4 hereof, the Holder would beneficially own more than 4.99% of the Common Stock then outstanding); providedPROVIDED, howeverHOWEVER, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.

Major Transactions. In the event of a merger, consolidation, ------------------ business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a "Major TransactionMAJOR TRANSACTION"), the Company will give the Holder at ----------------- least ten thirty (1030) Business Days days written notice prior to the closing of such Major Transaction; providedPROVIDED, howeverHOWEVER, that the Company shall publicly -------- ------- disclose the terms of any such Major Transaction on or before the date on which it delivers notice of a Major Transaction to the Holder. Upon the occurrence of a Major Transaction, (i) the Holder shall be permitted to exercise this Warrant in whole or in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each share of Common Stock issued to Holder for such exercise, the same per share consideration paid to the other holders of Common Stock in connection with such Major Transaction, and (ii) if and to the extent that the Holder retains any portion ,of this Warrant following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a condition precedent to such Major Transaction, to assume the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as are deemed appropriate by the Company's Board of Directors in order to preserve the economic benefits of this Warrant to the Holder.