Common use of Effect of Certain Events and Transactions Clause in Contracts

Effect of Certain Events and Transactions. (a) If this Warrant shall not have been exercised in full before the expiration of the Exercise Period, then this Warrant shall be automatically exercised, without further action on the part of the Holder, in full (and the Holder shall be deemed to have become a holder of the Shares issuable upon such automatic exercise) on and as of the date on which the Exercise Period is scheduled to expire unless, either (i) at any time before the expiration of the Exercise Period, the Holder shall notify the Company in writing that no such automatic exercise is to occur or (ii) the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effect. Unless the Holder otherwise notifies the Company in writing or the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effect, the Holder shall be deemed to have elected to pay the Exercise Price due in connection with such automatic exercise pursuant to this Section 7(a) pursuant to the provisions of Section 2.6. If the Holder has advised the Company in writing before the Expiration Date that no automatic exercise under this Section 7.3(a) is to occur or if the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effect, then this Warrant shall become void, and all rights to exercise the unexercised portion of this Warrant and all rights in respect of such unexercised portion of this Warrant shall cease immediately after expiration of the Exercise Period. (b) If there shall be a Liquidation (as defined in the Company’s certificate of incorporation, as amended and/or restated from time to time) of the Company while this Warrant remains outstanding pursuant to which the price per share to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is less than the Exercise Price in effect at the time immediately preceding the consummation of such Liquidation and such consideration is in the form of all cash and/or marketable securities, then this Warrant shall automatically terminate as of the time immediately following the consummation of such Liquidation. (c) Except as is provided in Section 7.3(d), in the event of a Liquidation of the Company while this Warrant remains outstanding pursuant to which the per share price to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is greater than the Exercise Price in effect at the time immediately preceding the consummation of such Liquidation and such consideration is in the form of all cash and/or marketable securities, the Holder may by written notice to the Company (an “Election Notice”) either: (i) give notice of its intent to exercise this Warrant in advance of such Liquidation (and may condition such exercise on the consummation of such Liquidation) by returning the Form of Notice of Exercise or Form of Net Issue Election Notice, as applicable, annexed hereto duly executed by or on behalf of such Registered Holder; or (ii) in lieu of exercising this Warrant in advance of such Liquidation and receiving the consideration which the holder of the Shares issuable on such conversion of this Warrant would receive in connection with such Liquidation Event (the “Event Consideration”), surrender this Warrant for cancellation and receive, in redemption of and in exchange for this Warrant, an amount equal to the difference between (i) the Event Consideration with respect to the Shares for which this Warrant is exercisable immediately prior to the consummation of such Liquidation, minus (ii) the aggregate Exercise Price of the Shares for which this Warrant was exercisable immediately prior to the consummation of such Liquidation (the “Net Warrant Event Consideration”). (d) If, in connection with such Liquidation, the price per share to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is greater than the Exercise Price in effect at the time of immediately preceding the consummation of such Liquidation, such consideration is in the form of all cash and/or marketable securities and the Holder has not, prior to the time immediately preceding the consummation of such Liquidation, provided a Form of Notice of Exercise or Form of Net Issue Election Notice, then (x) the Holder shall be deemed to have elected to surrender this Warrant for cancellation and to receive, in redemption of and in exchange for this Warrant, an amount equal to the Net Warrant Event Consideration, and (y) this Warrant shall be terminated and of no further force immediately after the consummation of such Liquidation other than as evidence the Holder’s right to receive the Net Warrant Event Consideration. In lieu of the foregoing, the Company may provide in the definitive agreements governing such Liquidation that the Holder shall be entitled receive an amount equal to the Net Warrant Event Consideration in exchange for and upon surrender of this Warrant.”

Effect of Certain Events and Transactions. (a) If this Warrant shall not have been exercised in full before the expiration of the Exercise PeriodExpiration Date, then this Warrant shall be automatically exercised, without further action on the part of the Holder, in full (and the Holder shall be deemed to have become a holder of the Shares issuable upon such automatic exercise) on and as of the date on which the Exercise Period Expiration Date is scheduled to expire occur unless, either (i) at any time before the expiration of the Exercise PeriodExpiration Date, the Holder shall notify the Company in writing that no such automatic exercise is to occur or (ii) the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effectoccur. Unless the Holder otherwise notifies the Company in writing or the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effectwriting, the Holder shall be deemed to have elected to pay the Exercise Price due in connection with such automatic exercise pursuant to this Section 7(a) pursuant to the provisions of Section 2.61(b). If the Holder has advised the Company in writing before the Expiration Date that no automatic exercise under this Section 7.3(a4(c) is to occur or if the fair market value per share of the Company’s capital stock of the same class and series as the Shares as of the time immediately preceding the expiration of the Exercise Period is less than the Exercise Price then in effectoccur, then this Warrant shall become void, and all rights to exercise the unexercised portion of this Warrant and all rights in respect of such unexercised portion of this Warrant shall cease immediately after expiration of the Exercise PeriodExpiration Date. (b) If there shall be a Liquidation (as defined in the Company’s certificate of incorporation, as amended and/or restated from time to time) of the Company while this Warrant remains outstanding pursuant to which the price per share to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is less than the Exercise Price in effect at the time immediately preceding the consummation of such Liquidation and such consideration is in the form of all cash and/or marketable securities, then this Warrant shall automatically terminate as of the time immediately following the consummation of such Liquidation. (c) Except as is provided in Section 7.3(d7(d), in the event of a Liquidation of the Company while this Warrant remains outstanding pursuant to which the per share price to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is greater than the Exercise Price in effect at the time immediately preceding the consummation of such Liquidation Liquation and such consideration is in the form of all cash and/or marketable securities, the Holder may by written notice to the Company (an “Election Notice”) either: (i) give notice of its intent to exercise this Warrant in advance of such Liquidation (and may condition such exercise on the consummation of such Liquidation) by returning the Form of Notice of Exercise or Form of Net Issue Election Notice, as applicable, annexed hereto duly executed by or on behalf of such Registered Holder; or (ii) in lieu of exercising this Warrant in advance of such Liquidation and receiving the consideration which the holder of the Shares issuable on such conversion of this Warrant would receive in connection with such Liquidation Event (the “Event Consideration”), surrender this Warrant for cancellation and receive, in redemption of and in exchange for this Warrant, an amount equal to the difference between (i) the Event Consideration with respect to the Shares for which this Warrant is exercisable immediately prior to the consummation of such Liquidation, minus (ii) the aggregate Exercise Price of the Shares for which this Warrant was exercisable immediately prior to the consummation of such Liquidation (the “Net Warrant Event Consideration”). (d) If, in connection with such Liquidation, the price per share to be paid or distributed for or in respect of shares of the Company’s capital stock of the same class and series as the Shares is greater than the Exercise Price in effect at the time of immediately preceding the consummation of such Liquidation, such consideration is in the form of all cash and/or marketable securities and the Holder has not, prior to the time immediately preceding the consummation of such Liquidation, provided a Form of Notice of Exercise or Form of Net Issue an Election Notice, then (x) the Holder shall be deemed to have elected to surrender this Warrant for cancellation and to receive, in redemption of and in exchange for this Warrant, an amount equal to the Net Warrant Event Consideration, and (y) this Warrant shall be terminated and of no further force immediately after the consummation of such Liquidation other than as evidence the Holder’s right to receive the Net Warrant Event Consideration. In lieu of the foregoing, the Company may provide in the definitive agreements governing such Liquidation that the Holder shall be entitled receive an amount equal to the Net Warrant Event Consideration in exchange for and upon surrender of this Warrant.”