Common use of Exercise Mechanics Clause in Contracts

Exercise Mechanics. This Warrant shall only be exercisable (a) in connection with a consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company into another state), the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other person, or any other sale or change in voting control of the Company by equity transfer or otherwise (collectively, a “Change of Control”), or (b) upon the consummation of, or at any time following the consummation of, an initial public offering of shares of the Company’s Common Stock (an “IPO”). Subject to the terms and conditions contained herein and while this Warrant remains outstanding and is exercisable, this Warrant is exercisable with respect to any or all of the shares of Common Stock, at the option of Holder, upon surrender of this Warrant to the Company together with either (x) a duly completed Notice of Exercise, in the form attached hereto as Exhibit A, payment of an amount equal to the Exercise Price multiplied by the number of shares of Common Stock with respect to which this Warrant is being exercised as provided in Section 2.5 below, or (y) a Net Issue Election Notice, in the form attached hereto as Exhibit B. If Holder exercises this Warrant with respect to less than all of the shares of Common Stock represented by this Warrant, the Company shall cancel this Warrant upon the surrender thereof and shall execute and deliver to Holder a new Warrant for the balance of such shares of Common Stock.