Common use of Merger, Sale of Assets, Change of Control Clause in Contracts

Merger, Sale of Assets, Change of Control. In the event that the Company shall (i) consolidate with or merge with or into another person or entity, (ii) sell, transfer or lease all or substantially all of its assets, (iii) change its Common Stock into property or other securities, or (iv) enter into and consummate a transaction constituting a Change of Control (as defined below) (each, a “Triggering Transaction”), the Warrant shall terminate and shall thereafter represent the right to receive the cash, evidences of indebtedness or other property as the Holder would have received had the Holder been the record owner, at the time of completion of such Triggering Transaction, of that number of Warrant Shares receivable upon exercise of the Warrant in full, less the aggregate Exercise Price payable in connection with the full exercise of the Warrant. The Company shall notify the Holder in writing, setting forth the terms of any such Triggering Transaction (including the proposed closing date for the consummation of such Triggering Transaction, which shall not be less than fifteen (15) days from the effective date of such notice) and all documents required to be executed in order to consummate any such Triggering Transaction, and the Holder shall be required to execute such documents to the same extent and upon the same terms as required of other holders of Common Stock. The Holder shall deliver to the Company at least seven (7) days prior to the proposed closing date referred to above all documents previously furnished to the Holder for execution in connection with such Triggering Transaction. The limitations contained in Section 5(a) below will terminate and cease to be in effect at the time of the Triggering Transaction. “Change of Control” shall mean (i) the sale of the Company to one or more independent third parties, in a single transaction or series of related transactions, (ii) the merger, combination or consolidation of the Company into or with another corporation or (iii) any other transaction or occurrence, pursuant to which or as a result of which any independent third party or parties acquire capital stock or other securities of the Company possessing the voting power to elect a majority of the Board of Directors of the Company (whether by merger or consolidation or issuance, sale or transfer of the Company’s capital stock or otherwise).