Common use of Significant Event Clause in Contracts

Significant Event. In the event of a potential liquidation or dissolution of the Company, or a potential merger or consolidation of the Company with, or a potential sale or other disposition by the Company of all or substantially all of its assets to a third party not now affiliated with the Company other than a potential merger or consolidation in which the Company is the continuing entity or in which the Initial Directors constitute a majority of the Board of Directors of the continuing entity after the potential merger or consolidation (any such liquidation, dissolution, merger, consolidation or sale being referred to herein as a "Significant Event"), then the Registered Holder of this Warrant shall have the option of either exercising this Warrant prior to the Significant Event effective immediately upon exercise, or exercising this Warrant contingent upon the actual occurrence of the Significant Event. The Company shall give the Registered Holder written notice of the date on which the Significant Event will occur at least 10 days before the date by which the Registered Holder must exercise this Warrant, i.e., the date on which the Significant Event actually occurs. This notice, if given, shall be the only notice of the Significant Event that the Company is required to give to the Registered Holder. Upon the actual occurrence of the Significant Event this Warrant shall immediately terminate for all purposes. Failure of the Registered Holder to exercise timely this Warrant upon receiving notice of a Significant Event shall not constitute a breach of any obligation of the Registered Holder under this Warrant, the only consequence of such failure being that the Registered Holder's rights under this Warrant shall expire upon the actual occurrence of the Significant Event. If the potential Significant Event does not in fact occur for any reason, then the Registered Holder will not be required to exercise this Warrant.