Common use of Redemption Event Clause in Contracts

Redemption Event. In case of (A) any reclassification of the Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control Transaction, (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, (D) the Company's notice to any Holder, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion of any shares of Preferred Stock into shares of Common Stock or (E) a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby, except to the extent that such breach would not have a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach (clauses (A) through (E) above are referred to as a "Redemption Event"), in the case of (A), (B) and (C), the Holders shall have the right thereafter to convert the shares of Preferred Stock for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the shares of Preferred Stock could have been converted immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) would have been entitled; provided, however, that in the case of a transaction specified in (B) in which holders of the Company's Common Stock receive cash, the Holders shall have the right to convert the shares of Preferred Stock for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after the date of any Redemption Event, the Company may elect, at the Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) at a price per share equal to the product of (i) the Average Per Share Market Value immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9. If the Cxxxxxx elects to redeem the Preferred Stock, the entire redemption price shall be paid in cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (A), (B) and (C), the terms of any such Redemption Event shall include such terms so as to continue to give to the Holders the right to receive the securities, cash or property set forth in this Section 7(f) upon any conversion or redemption following such Redemption Event. This provision shall similarly apply to successive Redemption Events.

Redemption Event. In case of (A) any reclassification of the Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control Transaction(as such term is defined in the Purchase Agreement), (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, property or (D) (i) the Company's notice to any HolderRegistered Owner, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion exercise of any shares of Preferred Stock into shares of Common Stock Warrant or (Eii) the Company's refusal to honor a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument duly executed Warrant Exercise Form delivered in connection with the transactions contemplated thereby or hereby, except pursuant to the extent that such breach would not have a Material Adverse Effect (as defined in Section 2.1(a5(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach hereof (clauses (A) through (ED) above are referred to as a "Redemption Event"), in the case of (A), (B) and or (C), the Holders Registered Owner shall have the right thereafter to convert the shares of Preferred Stock Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the shares of Preferred Stock Warrant could have been converted immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the convertibility of the Preferred StockSecurities) would have been entitled; provided, however, that in the case of a transaction specified in (B) in which holders of the Company's Common Stock receive cash, the Holders Registered Owners shall have the right to convert the shares of Preferred Stock Underlying Shares for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are Warrant is convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after in the date case of any Redemption Eventan event specified in (D), the Registered Owner shall have the option to require the Company may elect, at the Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such HolderRegistered Owner's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) Warrants at a price per share equal to the product of (i) the Average average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date number of shares of Common Stock of the closing, date of occurrence or Company into which the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Warrant could have been converted immediately prior to such Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9Event. If the Cxxxxxx elects to redeem the Preferred Stock, the The entire redemption price shall be paid in cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (A), (B) and (C), the terms of any such Redemption Event shall include such terms so as to continue to give to the Holders Registered Owner the right to receive the securities, cash or property set forth in this Section 7(f6(f) upon any conversion or redemption following such Redemption Event. This provision shall similarly apply to successive Redemption Events.

Redemption Event. In case of The following are "REDEMPTION EVENTS" under this Section 6(e): (A) any reclassification of the Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control TransactionControl, or (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, (D) . After the Company's notice to any Holder, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion of any shares of Preferred Stock into shares of Common Stock or (E) a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated thereby or hereby, except to the extent that such breach would not have a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach (clauses (A) through (E) above are referred to as a "Redemption Event"), in the case occurrence of (A), (B) and or (C), the Holders Registered Owner shall have the right thereafter at his or its option, to convert exercise the shares of Preferred Stock Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and ; the Holders Registered Owner shall be entitled upon such event exercise to receive such amount of securities, cash or property as if the Registered Owner had exercised the Warrant for the shares of the Common Stock issuable upon exercise of the Company into which the shares of Preferred Stock could have been converted Warrant immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the convertibility exercise of the Preferred Stock) would have been entitled; provided, however, that in the case of a transaction specified in (B) in which holders of the Company's Common Stock receive cash, the Holders shall have the right to convert the shares of Preferred Stock for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after the date of any Redemption Event, the Company may elect, at the Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) at a price per share equal to the product of (i) the Average Per Share Market Value immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9. If the Cxxxxxx elects to redeem the Preferred Stock, the entire redemption price shall be paid in cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(bWarrant). In the case of (A), (B) and or (C), the terms of Company shall not effect any such Redemption Event shall include such terms so as to continue to give unless, prior to the Holders consummation thereof, each Person (other than the right Company) which may be required to receive the deliver any stock, securities, cash or property set forth upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered and reasonably satisfactory to, the Registered Owner, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement, the Warrant, the Debenture, and the Registration Rights Agreement, and (c) the obligation to deliver to the Registered Owner such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 6(e), the Registered Owner may be entitled to receive. Nothing in this Section 7(f6(e) upon shall be deemed to authorize the Company to enter into any conversion or redemption following such Redemption Eventtransaction not otherwise permitted by the Purchase Agreement. This provision shall similarly apply to successive Redemption Events.

Redemption Event. In case of (A) any reclassification of the Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control Transaction, (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, property or (D) (i) the Company's notice to any HolderHolder of the Preferred Stock, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion of any shares of the Preferred Stock into shares of Common Stock or (Eii) the Company's refusal to honor a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument duly executed Conversion Notice delivered in connection with the transactions contemplated thereby or hereby, except pursuant to the extent that such breach would not have a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach 5 hereof (clauses (A) through (ED) above are referred to as a "Redemption Event"), in the case of (A), (B) and (C), the Holders shall have the right thereafter to convert the shares of Preferred Stock for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the shares of Preferred Stock could have been converted immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the convertibility of the Preferred StockSecurities) would have been entitled; provided, however, that in the case of a transaction specified in (B) in which holders of the Company's Common Stock receive cash, the Holders shall have the right to convert the shares of Preferred Stock for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after in the date case of any Redemption Eventan event specified in (D), the Holders shall have the option to require the Company may elect, at the Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) at a price per share equal to the product of (i) the Average average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9. If the Cxxxxxx elects to redeem the Preferred Stock, the The entire redemption price shall be paid in cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (A), (B) and (C), the terms of any such Redemption Event shall include such terms so as to continue to give to the Holders the right to receive the securities, cash or property set forth in this Section 7(f) upon any conversion or redemption following such Redemption Event. This provision shall similarly apply to successive Redemption Events.

Redemption Event. In case of (A) any reclassification of the Common Stock, excluding a reclassification intended primarily to effect a reduction in par value, (B) any Change of Control Transaction(as such term is defined in the Purchase Agreement), (C) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, property or (D) (i) the Company's notice to any HolderRegistered Owner of the Warrant Shares, including by way of public announcement, at any time, of its intention, for any reason, not to comply with proper requests for the conversion exercise of any shares of Preferred Stock into shares of Common Stock such Warrant Shares or (Eii) the Company's refusal to honor a breach by the Company of any representation, warranty, covenant or other term or condition of the Purchase Agreement, the Registration Rights Agreement, this Certificate of Designation or any other agreement, document, certificate or other instrument duly executed Warrant Exercise Form delivered in connection with the transactions contemplated thereby or hereby, except pursuant to the extent that such breach would not have a Material Adverse Effect (as defined in Section 2.1(a5(a) of the Purchase Agreement) and except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least ten days after the Company knows or reasonably should have known of the existence of such breach hereof (clauses (A) through (ED) above are referred to as a "Redemption Event"), in the case of (A), (B) and or (C), the Holders Registered Owner shall have the right thereafter to convert the shares of Preferred Stock Warrant for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Redemption Event, and the Holders Registered Owner shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which the shares of Preferred Stock Warrant could have been converted immediately prior to such Redemption Event (without taking into account any limitations or restrictions on the convertibility of the Preferred StockSecurities) would have been entitled; provided, however, that in the case of a transaction specified in (B) in which holders of the Company's Common Stock receive cash, if the Holders Registered Owners are unable to sell the Company's Common Stock pursuant to an effective registration statement, the Registered Owners shall have the right to convert the shares of Preferred Stock Warrant Shares for such number of shares of the surviving company equal to the amount of cash into which the shares of Preferred Stock are Warrant is convertible divided by the fair market value of the shares of the surviving company on the effective date of the merger; provided, further, that on and after in the date case of any Redemption Eventan event specified in (D), the Registered Owner shall have the option to require the Company may elect, at the Company's sole option, either to (A) redeem, from funds legally available therefor at the time of such redemption, its shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such HolderRegistered Owner's Preferred Stock (without taking into account any limitations or restrictions on the convertibility of the Preferred Stock) Warrants at a price per share equal to the product of (i) the Average average Per Share Market Value for the five Trading Days immediately preceding (1) the effective date, the date of the closing, date of occurrence or the date of the announcement, as the case may be, of the Redemption Event triggering such redemption right or (2) the date of payment in full by the Company of the redemption price hereunder, whichever is greater, and (ii) the Conversion Ratio calculated on the effective date, the date number of shares of Common Stock of the closing, date of occurrence or Company into which the date of the announcement, as the case may be or, at the option of the Holder, on the date of submission of a Warrant could have been converted immediately prior to such Redemption Notice, or (B) convert such Holder's Preferred Stock pursuant to Section 9Event. If the Cxxxxxx elects to redeem the Preferred Stock, the The entire redemption price shall be paid in cash, and the terms of payment of such redemption price shall be subject to the provisions set forth in Section 9(b). In the case of (A), (B) and (C), the terms of any such Redemption Event shall include such terms so as to continue to give to the Holders Registered Owner the right to receive the securities, cash or property set forth in this Section 7(f6(f) upon any conversion or redemption following such Redemption Event. This provision shall similarly apply to successive Redemption Events.