Common use of Effect of Certain Events Clause in Contracts

Effect of Certain Events. (a) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all of its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction had this Warrant been exercised immediately prior thereto.

Effect of Certain Events. (a) If (i) the employment of a Stockholder who is an Employee is terminated by the Company or one of its subsidiaries for Cause, or (ii) a Stockholder breaches or violates any obligation of such Stockholder under any Non-Competition Agreement to which such Stockholder is a party, including without limitation any obligation not to compete with the Company or any of its subsidiaries, any obligation not to solicit employees of the Company or any of its subsidiaries or any obligation not to disclose confidential or proprietary information involving the Company or any of its subsidiaries, irrespective of whether such Stockholder is an Employee at the time of such breach or violation, the Company shall have the right, at its option, exercisable by delivery of written notice to such Stockholder during the Call Period, to purchase all or any portion of the shares of Common Stock held by such Stockholder at the time such written notice is delivered or acquired after the date such written notice is delivered upon exercise of any stock options held by such Stockholder (a “Call”). The purchase price per share of any shares of Common Stock purchased pursuant to this Section 3.2(a) shall be equal to the Fair Market Value of such share of Common Stock as of the business day immediately preceding the date on which the Closing occurs (the “Call Price”). (b) All shares of Common Stock held by any Stockholder that the Company does not purchase pursuant to the provisions of Section 3.2(a) shall continue to be subject to the provisions of this Agreement (including Sections 3.1, 3.3(b) and 3.4), other than Section 3.3(a). (c) Subject to Section 3.2(d), the closing (the “Closing”) of any purchase of shares of Common Stock which the Company has elected to purchase pursuant to Section 3.2(a) (the “Called Shares”) shall take place at the principal office of the Company on the later of (i) fifteen business days after the Notice Date and (ii) if such Stockholder has died, is permanently disabled or has been adjudicated an incompetent on or prior to the date of the Closing, ten days after the appointment of a Legal Representative (or, in each case, if such day is not a business day, then the first business day thereafter) (such later date, the “Scheduled Closing Date”). At the Closing, such Stockholder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Called Shares, which shall constitute (and, at the Closing, such Stockholder shall represent, warrant and certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of such Stockholder, and the Company shall deliver to such Stockholder, in full payment of the purchase price for the Called Shares, either a wire transfer to an account designated by such Stockholder or a cashier’s, certified or official bank check payable to the order of such Stockholder (the method of payment to be at the option of the Company), in an amount equal to the Call Price multiplied by the aggregate number of Called Shares. Notwithstanding anything herein to the contrary, from and after the Notice Date, such Stockholder shall not have any rights with respect to any of the Called Shares (including any rights pursuant to Sections 3.3 and 3.4), except to receive the purchase price therefor. (d) Notwithstanding the provisions of Section 3.2(c), if the Company exercises its option to purchase Called Shares, but the Company is prohibited from effecting the Closing on the Scheduled Closing Date by any contractual obligation of the Company or any of its Affiliates, the terms of any Capital Stock or applicable law, then the Closing shall take place on the first practicable date on which none of the foregoing prohibitions is applicable. If at any time the Issuer proposes (i) foregoing prohibitions shall cease to sell or otherwise convey all or substantially all of its assets, or (ii) be applicable to effect a transaction (by merger or otherwise) in which more than 50% any portion of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cashCalled Shares not purchased, then the Warrant Company shall terminate if purchase such portion on the Warrant has not been exercised by first practicable date on which the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger TransactionCompany is permitted to do so. (be) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assetsIf, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% as of the voting power of business day immediately preceding the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in date on which the consideration Closing occurs, the Common Stock is listed or traded in a manner referred to be received by in the Issuer or its shareholders consists solely definition of cash“Closing Price”, then the Warrant Fair Market Value per share of such Stockholder’s Common Stock shall terminate if equal the Warrant has not been exercised Closing Price of such Common Stock as of the business day immediately preceding the date on which the Closing occurs; otherwise, the Fair Market Value per share of such Stockholder’s Common Stock shall be the per share fair market value of such Common Stock as of such business day as determined in good faith by the effective date of Board, and such Sale or Merger Transactiondetermination shall be final and binding on the Company and the Stockholder. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction had this Warrant been exercised immediately prior thereto.

Effect of Certain Events. (a) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all of its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder Common Stock issuable upon exercise of this Warrant thirty (30) days prior written notice shall be changed into the same or different number of such termination and shares of the proposed effective date any class or classes of the Sale or Merger Transaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assetsstock, whether by capital reorganization, reclassification, stock split, stock dividend, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cashsimilar event, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of and in each such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cashevent, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change which it such holder would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction received had this Warrant been exercised immediately prior theretoto such capital reorganization, reclassification or other change. If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, reclassification or exchange of shares provided in the previous sentence), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and/or assets to any other person or entity (any of which events is herein referred to as a "Reorganization"), then as part of such Reorganization, provision shall be made so that the holders of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant , the number of shares of stock or other securities or property of the Company, or of the successor corporation (or entity) resulting from such Reorganization, to which such holder would have been entitled if such holder had exercised its exercise rights granted hereunder immediately prior to such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section with respect to the rights of the holder of this Warrant after the Reorganization, to the end that the provision of this Section (including adjustment of the number of shares issuable upon exercise of this Warrant) shall be applicable after that event in as nearly equivalent manner as may be practicable. The Company agrees that the Warrant Shares shall be included in the Registration Statement to be filed by the Company pursuant to the 6% Series D Convertible Preferred Stock Subscription Agreement dated as of December 30, 1998.

Effect of Certain Events. (a) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all of its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "“Sale or Merger Transaction"”), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "“Sale or Merger Transaction"”), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction had this Warrant been exercised immediately prior thereto.

Effect of Certain Events. (a) If at any time the Issuer Company proposes (i) to sell or otherwise convey all or substantially all of its assets, assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer Company or its shareholders consists solely of cash, then the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transactiontransaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transactionaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction transaction had this Warrant been exercised immediately prior thereto. (c) Subject to the terms and conditions set forth herein, if the Company or any of its stockholders propose at any time to register any shares of Common Stock (the "Initially Proposed Shares") under the Securities Act for any reason, except Forms S-4 and S-8 filings, the Company will promptly (but in no event less than fifteen (15) days prior to the anticipated filing date of the Company's registration statement (the "Incidental Registration Statement") pursuant to the Securities Act, give written notice to the Investor of its intention to effect such registration (such notice to specify, to the extent known, the proposed offering price, the number of shares of Common Stock proposed to be registered and the distribution arrangements, including indemnification of underwriters),), and the Investors shall be entitled to include in such registration statement, such number of shares of Registrable Securities to be sold for the account of the Investors (on the same terms and conditions as the Initially Proposed Shares) as shall be specified in requests in writing delivered to the Company not less than 5 days before the later of (i) the anticipated filing date specified in the Company's notice, or (ii) the actual filing date.

Effect of Certain Events. (a) If at any time the Issuer proposes while this Warrant ------------------------ or any portion hereof is outstanding and unexpired there shall be (i) to sell a sale or otherwise convey conveyance of all or substantially all of its the Company's assets, or (ii) any reorganization or reclassification of the Common Stock, (iii) any consolidation or merger of the Company with or into another person, or any compulsory share exchange pursuant to effect a which the Common Stock is converted into other securities, cash or property or (iv) or any other transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transaction. (b) If at any time the Issuer proposes (i) to sell or otherwise convey all or substantially all its assets, or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and consideration including cash, stock, other securities and property securities, assets or any other property, which it would have owned or have been entitled to receive upon or after the happening of such Sale or Merger Transaction transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12. Notwithstanding the above, a Sale or Merger Transaction shall not be deemed to occur in the event the Company is the acquiring and surviving entity in connection with an acquisition by the Company. The Company shall not consummate a Sale or Merger Transaction unless the entity resulting from such transaction (if not the Company), or such transferee entity, as the case may be, shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant holder, the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

Effect of Certain Events. Lessee may exercise the Term Purchase Option as provided in this Section 2, notwithstanding: (a) If at any time The prior election by Lessee of the Issuer proposes Return Option pursuant to Subparagraph 3.01(a), provided that (i) Lessee completes the purchase of the Property pursuant to sell the Term Purchase Option and this Agreement on or otherwise convey all or substantially all of its assets, or prior to the Scheduled Expiration Date and (ii) to effect Lessor has not previously entered into an agreement with (A) a transaction (by merger or otherwise) in which more than 50% Designated Purchaser following Lessee's election of the voting power Return Option pursuant to Subparagraph 3.01(a) or (b) an Assignee Purchaser following Lessee's election and subsequent assignment of the Issuer is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration Expiration Date Purchase Option pursuant to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction, provided that the Issuer shall give the holder of this Warrant thirty (30) days prior written notice of such termination and of the proposed effective date of the Sale or Merger Transaction.Paragraph 3.02; or (b) If at The occurrence of any time Event of Default or the Issuer proposes exercise by the Lessor Parties of any of their rights or remedies under the Operative Documents following the occurrence of such Event of Default, provided that (i) such exercise by Lessee of the Term Purchase Option after the occurrence of any Event of Default shall not require the Lessor Parties to sell or otherwise convey all or substantially all its assets, or cease exercising such rights and remedies unless and until Lessee completes the purchase of the Property pursuant to the Term Purchase Option and this Agreement and (ii) to effect a transaction (by merger or otherwise) in which more than 50% Lessee completes the purchase of the voting power Property pursuant to the Term Purchase Option and this Agreement prior to the earlier of the Issuer is disposed of (collectively, a "Sale Scheduled Expiration Date and the date the Lessor Parties complete any judicial or Merger Transaction"), in which the consideration to be received by the Issuer or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such Sale or Merger Transaction. (c) In case the Issuer shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Issuer or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment non-judicial foreclosure sale of the aggregate Exercise Price in effect immediately prior to such Sale or Merger Transaction, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such Sale or Merger Transaction had this Warrant been exercised immediately prior theretoProperty.