Common use of Acquisition of the Company Clause in Contracts

Acquisition of the Company. Upon the closing of any Acquisition, other than an Acquisition which constitutes a Qualified Sales Transaction, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable (as of immediately prior to such closing) upon exercise of the unexercised portion of this Warrant as if such Shares were issued and outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. As used herein, “Acquisition” means any sale, transfer, assignment or other disposition of all or substantially all of the assets or equity securities of the Company, or any reorganization, consolidation or merger of the Company in which holders of the Company’s outstanding voting securities as of immediately before such transaction (for such purpose treating all outstanding options and warrants to purchase voting securities of the Company as having been exercised and treating all outstanding debt and equity securities convertible into voting securities of the Company as having been converted) beneficially own less than a majority of the outstanding voting securities of the surviving entity as of immediately after the transaction. Notwithstanding the foregoing, Holder agrees that, in the event of an Acquisition, Holder shall be entitled to require the successor or surviving entity to purchase this Warrant upon the closing of the Acquisition, subject to the same terms as other holders of the same class of securities of the Company participating in the Acquisition as if the Warrant were exercised and Holder held the Shares prior to the closing of the Acquisition, for an amount equal to the aggregate consideration Holder would have received in consideration for the Shares issued upon exercise of this Warrant in connection with the Acquisition had Holder exercised this Warrant immediately prior to the record date for determining such consideration to the security holders, minus the aggregate Warrant Price for such Shares.

Acquisition of the Company. Upon the closing of any Acquisition, other than an Acquisition which constitutes a Qualified Sales TransactionTransaction (as defined in Section 5.1), the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable (as of immediately prior to such closing) upon exercise of the unexercised portion of this Warrant as if such Shares were issued and outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. As used herein, “Acquisition” means any sale, transfer, assignment or other disposition of all or substantially all of the assets or equity securities of the Company, or any reorganization, consolidation or merger of the Company in which holders of the Company’s outstanding voting securities as of immediately before such transaction (for such purpose treating all outstanding options and warrants to purchase voting securities of the Company as having been exercised and treating all outstanding debt and equity securities convertible into voting securities of the Company as having been converted) beneficially own less than a majority of the outstanding voting securities of the surviving entity as of immediately after the transaction. Notwithstanding the foregoing, Holder agrees that, in the event of an Acquisition, Holder shall be entitled to require the successor or surviving entity to purchase this Warrant upon the closing of the Acquisition, subject to the same terms as other holders of the same class of securities of the Company participating in the Acquisition as if the Warrant were exercised and Holder held the Shares prior to the closing of the Acquisition, for an amount equal to the aggregate consideration Holder would have received in consideration for the Shares issued upon exercise of this Warrant in connection with the Acquisition had Holder exercised this Warrant immediately prior to the record date for determining such consideration to the security holders, minus the aggregate Warrant Price for such Shares.

Acquisition of the Company. Upon the closing of any Acquisition that is not a Qualifying Acquisition, other than an Acquisition which constitutes a Qualified Sales Transaction, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable (as of immediately prior to such closing) upon exercise of the unexercised portion of this Warrant as if such Shares were issued and outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. Upon the closing of a Qualifying Acquisition, this Warrant shall terminate and be of no further force or effect if not exercised by Holder immediately prior to or in connection with such Qualifying Acquisition, provided that the Holder may elect to receive the consideration (net of the Warrant Price) payable in such Qualifying Acquisition, without exercising this Warrant, that would have been owed to Holder if this Warrant was exercised immediately prior to or in connection with such Qualifying Acquisition. As used herein, “Acquisition” means any sale, transferlicense, assignment or other disposition of all or substantially all of the assets or equity securities of the Company, or any reorganization, consolidation consolidation, or merger of the Company in which the holders of the Company’s outstanding voting securities as of immediately before such the transaction (for such purpose treating all outstanding options and warrants to purchase voting securities of the Company as having been exercised and treating all outstanding debt and equity securities convertible into voting securities of the Company as having been converted) beneficially own less than a majority 50% of the outstanding voting securities of the surviving entity as of immediately after the transaction. Notwithstanding ; and “Qualifying Acquisition” means any Acquisition in which the foregoing, Holder agrees that, in the event of an Acquisition, Holder shall be entitled to require the successor or surviving entity to purchase this Warrant upon the closing of the Acquisition, subject consideration payable to the same terms as other holders Company and/or its stockholders consists solely of the same class of securities of the Company participating in the Acquisition as if the Warrant were exercised and Holder held the Shares prior to the closing of the Acquisitioncash and/or unrestricted, for an amount equal to the aggregate consideration Holder would have received in consideration for the Shares issued upon exercise of this Warrant in connection with the Acquisition had Holder exercised this Warrant immediately prior to the record date for determining such consideration to the security holders, minus the aggregate Warrant Price for such Sharespublicly traded securities.