Common use of Termination of Warrant Clause in Contracts

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject to Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder the Company Notice (as defined in Section 10 below), which notice shall also include, for purposes of this Section 4.2, the Company's best estimate of the aggregate consideration receivable by stockholders of the Company and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by Xxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject where the consideration for the Acquisition to Section 4.1 be received by the Company's shareholders in return for their capital stock of the Company consists of cash or a combination of cash and other property (other than stock or securities of the Acquirer) or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least (30) days advance written notice of such event (the "Company Notice (as defined in Section 10 belowNotice"), which notice shall also include, for purposes of this Section 4.2, include the Company's best estimate of the aggregate consideration receivable by stockholders value of the Company Shares receivable upon exercise or conversion of this Warrant and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE")notice period, Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Noticeexercise notice; PROVIDED THAT provided that such minimum value shall be no greater than the per share price set forth in such the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and sentence, this Warrant will terminate at 5:00 p.m. Pacific Time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by Xxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject where the consideration for the Acquisition to Section 4.1 be received by the Company's stockholders in return for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (20) days advance written notice of such event (the Company Notice (as defined in Section 10 below"COMPANY NOTICE"), which notice shall also include, for purposes of this Section 4.2, include the Company's best estimate of the aggregate consideration per Share price receivable by stockholders upon the occurrence of the Company event set forth in (a) or (b) above and the anticipated or proposed date upon which such event is expected to occur. During If M-F Downtown Sunnyvale, LLC or any of its lenders hold the period from Xxxxxx's receipt of such Warrant, then the Company shall deliver the Company Notice to such holding party or parties at least thirty (30) days in advance. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such the Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by Xxxxxxthe Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Dateoccurs.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject ---------------------- where the consideration for the Acquisition to Section 4.1 be received by the Company's shareholders in return for their capital stock of the Company consists of cash or a combination of cash and other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least ten (10) days advance written notice of such event (the "Company Notice (as defined in Section 10 belowNotice"), which notice shall also include, for purposes of this Section 4.2, include the Company's best estimate of the aggregate consideration receivable by stockholders value of the Shares receivable upon exercise or conversion of this Warrant (based upon the consideration to be received by the Company or its shareholders in the Acquisition) and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE")notice period, Holder may exercise or convert this Warrant in accordance with its terms, without regard to the provisions of Section 1.1 whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Noticeexercise notice; PROVIDED THAT provided that such minimum value shall be no greater than the per share price set forth in such the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by Xxxxxx, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty sixty (3060) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject where the consideration for the Acquisition to Section 4.1 be received by the Company's stockholders in exchange for their capital stock of the Company consists of cash or a combination of cash and securities and/or other property of the acquirer or any entity affiliated with the acquirer or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least twenty (20) days advance written notice of such event (the Company Notice (as defined in Section 10 below"COMPANY NOTICE"), which notice shall also include, for purposes of this Section 4.2, include the Company's best estimate of the aggregate consideration per Share price receivable by stockholders upon the occurrence of the Company event set forth in (a) or (b) above and the anticipated or proposed date upon which such event is expected to occur. During such notice period, Holder may exercise this Warrant in accordance with its terms, and may make such exercise contingent upon the period from Xxxxxx's receipt happening of such event and/or the existence of a minimum value of the Shares receivable upon exercise as provided on Holder's exercise notice; provided that such minimum value shall be no greater than the per share price set forth in the Company Notice Notice. Subject to prior exercise as provided in the preceding sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such the Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by Xxxxxxthe Holder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Dateoccurs.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject where the consideration for the Acquisition to Section 4.1 be received by the Company’s stockholders in return for their capital stock of the Company consists of cash or a combination of cash and other property or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder at least 20 days advance written notice of such event (the “Company Notice (as defined in Section 10 belowNotice”), which notice shall also include, for purposes of this Section 4.2, include the Company's ’s best estimate of the aggregate consideration receivable by stockholders value of the Company Shares receivable upon exercise or conversion of this Warrant and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE")notice period, Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or an/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice’s exercise notice; PROVIDED THAT provided that such minimum value shall be no greater than the per share price set forth in such the Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and sentence, this Warrant will terminate at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by XxxxxxHolder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, or is waived by the Holders of the Warrants, and (b) the event actually occurs within thirty (30) 60 days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject to Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder the Company Notice (as defined in Section 10 below), which notice shall also include, for purposes of this Section 4.2, the Company's ’s best estimate of the aggregate consideration receivable by stockholders of the Company and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's Holder’s receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"“Liquidation Date”), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's ’s Exercise Notice; PROVIDED THAT provided that such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by XxxxxxHolder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject to Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder the Company Notice (as defined in Section 10 below), which notice shall also include, for purposes of this Section 4.2, the Company's best estimate of the aggregate consideration receivable by stockholders of the Company and the anticipated or proposed date upon which such event is expected to occur. During the period from XxxxxxHolder's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by XxxxxxHolder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) the closing of an Acquisition which is not subject to Section 4.1 or (b) the proposed liquidation and dissolution of the Company, the Company shall give Holder the Company Notice (as defined in Section 10 below), which notice shall also include, for purposes of this Section 4.2, the Company's best estimate of the aggregate consideration receivable by stockholders of the Company and the anticipated or proposed date upon which such event is expected to occur. During the period from XxxxxxHolder's receipt of such Company Notice to Notixx xx 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE"), Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice; PROVIDED THAT such minimum value shall be no greater than the per share price set forth in such Company Notice. Subject to prior exercise or conversion as provided in the preceding sentence and provided that (a) the Company Notice of the proposed event is actually received by XxxxxxHolder, as evidenced by a return receipt of recexxx xx certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.

Termination of Warrant. In the case of (a) Prior to the closing of an Acquisition which is not subject to Section 4.1 or (b) the proposed liquidation and dissolution of the Companyany Acquisition, the Company shall give Holder at least thirty (30) days advance written notice of such event (the “Company Notice (as defined in Section 10 belowNotice”), which notice shall also include, for purposes of this Section 4.2, include the Company's ’s best estimate of the aggregate consideration receivable by stockholders value of the Company Shares receivable upon exercise or conversion of this Warrant and the anticipated or proposed date upon which such event is expected to occur. During the period from Xxxxxx's receipt of such Company Notice to 5:00 p.m. Pacific time on the day prior Notwithstanding anything to the date contrary contained herein, during such event is expected to occur as set forth in such Company Notice (the "LIQUIDATION DATE")notice period, Holder may exercise or convert this Warrant in accordance with its terms, whether or not exercise or conversion is contingent upon the happening of such event and/or existence of a minimum value of the Shares receivable upon exercise or conversion as provided on Holder's Exercise Notice’s exercise notice; PROVIDED THAT provided that such minimum value shall be no greater than the per share price set forth in such the Company Notice. Subject to any prior exercise or conversion as provided in the preceding sentence sentence, this Warrant will terminate with respect to the Shares so exercised or converted and in any event if the Acquisition Value is more than the Warrant Price in effect, at 5:00 p.m. Pacific time on the day prior to the date such event is expected to occur as set forth in the Company Notice; provided that (a) the Company Notice of the proposed event is actually received by XxxxxxHolder, as evidenced by a return receipt of certified mail delivery, a certificate of delivery by hand delivery or written verification of delivery from the overnight courier, and (b) the event actually occurs within thirty (30) days after the date it is expected to occur, as such date was specified in the Company Notice, this Warrant will terminate on the Liquidation Date.