Common use of Treatment of Warrant Upon Acquisition of Company Clause in Contracts

Treatment of Warrant Upon Acquisition of Company. Without prejudice to Holder’s right to convert this Warrant at any time at its option, upon the closing of any Acquisition in which the sole consideration is cash or Marketable Securities or a combination of the foregoing, Holder shall (at its sole option) either (i) convert this Warrant, and such conversion will be deemed effective immediately prior to the consummation of such Acquisition or (ii) if Holder elects not to convert this Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide reasonable advance notice of an Acquisition and in no event shall such advance notice be less than ten (10) Business Days. In all other Acquisitions (including without limitation, where the consideration is part cash and part other consideration that is not (all) Marketable Securities), the surviving entity shall (unless Holder elects to convert this Warrant), as a condition to such Acquisition, assume the obligations of the Company under this Warrant mutatis mutandis and to the extent applicable, in which case this Warrant shall be exercisable for the same securities as would be deliverable for the Warrant Shares issuable upon Exchange of the unexchanged portion of this Warrant as if such Warrant Shares were issued shares on the record date for the Acquisition (and the Warrant Price and/or number of Warrant Shares shall be adjusted accordingly).

Treatment of Warrant Upon Acquisition of Company. Without prejudice to Holder’s right to convert this Warrant at any time at its option(a) Cash, upon Public Acquisition. If the closing of any Company consummates an Acquisition in (as defined below) for which the sole consideration is cash or Marketable Securities or a combination of the foregoing, Holder shall (at its sole option) either (i) convert the consideration that would be received by the Holder (assuming the Holder exercised this WarrantWarrant in full prior to the consummation thereof) consists solely of cash and Marketable Securities (as hereinafter defined), and such conversion will (ii) the consideration received by holders of Underlying Securities, as determined in accordance with Section 4(b)(iii), would be deemed effective greater than the Exercise Price in effect as of immediately prior to the consummation of such Acquisition or Acquisition, and (iiiii) if the Holder elects has not to convert previously exercised this Warrant in full, then, in lieu of the Holder’s exercise of the unexercised portion of this Warrant, this Warrant will expire upon shall, as of immediately prior to such closing (but subject to the consummation of occurrence thereof) automatically cease to represent the right to purchase Underlying Securities and shall, from and after such Acquisition. The Company shall provide reasonable advance notice of an Acquisition and in no event shall such advance notice be less than ten (10) Business Days. In all other Acquisitions (including without limitationclosing, where represent solely the consideration is part cash and part other right to receive the aggregate consideration that is not (all) Marketable Securities)would have been payable in such Acquisition on and, in respect of all Warrant Securities which could have been purchased with this Warrant immediately prior to the surviving entity shall (unless Holder elects to convert this Warrant)closing thereof, as a condition to such Acquisition, assume the obligations net of the Company under this Warrant mutatis mutandis and to the extent applicableaggregate Exercise Price therefor, in which case this Warrant shall be exercisable for the same securities as would be deliverable for the Warrant Shares issuable upon Exchange of the unexchanged portion of this Warrant as if such Warrant Shares were Securities had been issued shares on and outstanding to the record date for Holder as of immediately prior to such closing, as and when such consideration is paid to the Acquisition (and holders of the outstanding Warrant Price and/or number of Warrant Shares shall be adjusted accordingly)Securities.