Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.
Term Automatic Cashless Exercise Upon Expiration 5.1.1 This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the 270-day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 270 days after the effective date of the Company’s initial public offering. 5.1.2 In the event that, upon the Expiration Date, the fair market value (as determined pursuant to Section 1.3 above) of one Share (or other security issuable upon the exercise hereof) is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised.
Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.
Early Termination Option Lessee shall have the right to terminate this Lease on March 31, 2005, September 30, 2005, March 31, 2006, or September 30, 2006 (each an “Early Termination Date”). Lessee shall give written notice of Lessee’s election to terminate, and such written notice shall be delivered to Lessor at least six (6) months prior to the applicable Early Termination Date. Should Lessee elect to terminate this Lease, Lessee shall pay a termination fee “Early Termination Fee”, and the Early Termination Fee shall be delivered to Lessor at least ninety (90) days prior to the applicable Early Termination Date. If the Early Termination Fee is delinquent, then the Lease shall not be terminated until the next following Early Termination Date which is at least 90 days after the Early Termination Fee is paid. The Early Termination Fee shall consist of the sum of: (1) The unamortized portion of Lessor’s out-of-pocket costs (“Lessor’s Work Costs”) incurred in connection with making the Premises available to Lessee pursuant to this Lease (including any expansion and/or increase of the Premises), such costs including but not limited to: costs of completing the tenant improvements, space planning and design fees, contractor’s fees and profits, sales taxes, insurance premiums for builder’s risk insurance in connection with such work, clean-up, computer or other telecommunications cabling work, permit fees, the cost of demolishing existing improvements, if any, leasing fees and commissions, and legal fees. The unamortized portion shall be determined by taking the total of such costs over the term of this Lease, and amortizing them from the date incurred (but not earlier than the Commencement Date) over the remaining initial term of this Lease using an assumed interest rate of eight percent (8%). No later than ninety (90) days after the completion of Lessor’s Work, Lessor shall deliver to Lessee a full and complete accounting of Lessor’s Work Costs, including full detail and background documentation reasonably requested by Lessee, for Lessee’s review and approval, together with an amortization schedule based on the final amount of Lessor’s Work Costs. So long as Lessee finds no reasonable basis on which to challenge such accounting or amortization schedule by providing written objection to Lessor within 30 days, this accounting shall be used by Lessee in determining the amount of any Early Termination Fee due hereunder. Plus (2) Seventy-five percent (75%) of the value of the rental abatement associated with the Space Pocket, which value shall be amortized over the final twenty-four (24) months of this Lease. By way of example, if the value of the rental abatement for the Space Pocket is $100,000 and the Early Termination Date is September 30, 2006, the Early Termination Fee shall include an additional $18,750 ($100,000 divided by 24 months, times 6 months then remaining, times 75%) for the value of the rent abatement for the Space Pocket.
Notice to Allow Exercise by ▇▇▇▇▇▇ If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.