Common use of Adjustment Due to Merger, Consolidation, Etc Clause in Contracts

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingoutstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Borrower other than in connection with a plan of complete liquidation of the CompanyBorrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, stock or securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any stock or securities or assets thereafter deliverable upon the conversion hereof.. Exhibit “A” to Funding Agreement

Adjustment Due to Merger, Consolidation, Etc. (A) If, at any time when this Note is issued and outstandingoutstanding and prior to conversion of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingoutstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entityentity (“Fundamental Change”), or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. In the event of a merger or consolidation, the resulting successor or acquiring entity (if not the Company) shall assume by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note Debenture is issued and outstandingoutstanding and prior to conversion of all of the Debentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the CompanyBorrower, then the Holder of this Note Debenture shall thereafter have the right to receive upon conversion of this NoteDebenture, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note Debenture been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Debenture to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.Conversion

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingprior to the conversion of all Series A Convertible Preferred Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company Corporation shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with entity (each a plan of complete liquidation of the Company“Business Combination Event”), then the Holder Holders of this Note Series A Convertible Preferred Stock shall thereafter have the right to receive upon conversion of this NoteSeries A Convertible Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or and/or other assets which the Holder would have been entitled to receive in such transaction had this Note the Series A Convertible Preferred Stock been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders of this Note the Series A Convertible Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the NoteSeries A Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is any shares of Series A Preferred Stock are issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar eventevent (other than as described in paragraph (b) hereof), as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Corporation other than in connection with a plan of complete liquidation of the CompanyCorporation, then the a Series A Holder of this Note shall thereafter have the right to receive receive, upon conversion of this Notethe Series A Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Series A Holder would have been entitled to receive in such transaction had this Note the Series A Preferred Stock been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Series A Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the NoteSeries A Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingoutstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Borrower other than in connection with a plan of complete liquidation of the CompanyBorrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, stock or securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any stock or securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingprior to the conversion of all Series A Convertible Preferred Stock, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entityentity or, or in case as a result of any sale such transaction the outstanding shares of Common Stock is increased by 20% or conveyance of all or substantially all of the assets of the Company other than in connection with more (each a plan of complete liquidation of the Company"Business Combination Event"), then the Holder Holders of this Note Series A Convertible Preferred Stock shall thereafter have the right to receive upon conversion of this NoteSeries A Convertible Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or and/or other assets which the Holder would have been entitled to receive in such transaction had this Note the Series A Convertible Preferred Stock been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders of this Note the Series A Convertible Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for the adjustment of the Conversion Price Rate and of the number of shares of Conversion Shares issuable upon conversion of the NoteSeries A Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion exercise hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued outstanding and outstandingprior to the conversion of all Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar eventevent (other than a transaction described in Article V), as a result of which shares of Common Stock of the Company Corporation shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Corporation or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Corporation other than in connection with a plan of complete liquidation of the CompanyCorporation, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth contained herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares Common Stock issuable upon conversion of the this Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.,

Adjustment Due to Merger, Consolidation, Etc. If, at any time when any of the principal amount of and accrued but unpaid interest on this Note is issued and outstanding, there shall be any merger, consolidation, exchange of sharescapital stock, recapitalization, reorganization, reclassification, or other similar event, as a result of which shares of Common Stock of the Company Maker shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company Maker or another entity, including without limitation by way of subdividing its outstanding shares of Common Stock into a greater number of shares or combining such outstanding shares of Common Stock into a smaller number of shares, or in case of any sale or conveyance of all or substantially all of the assets of the Company Maker other than in connection with a plan of complete liquidation of the CompanyMaker, then the Holder of this Note Payee shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the number of shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder Payee would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note Payee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.provisions

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is the Debentures are issued and outstandingoutstanding and prior to conversion of all of the Debentures, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock shares or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note Buyer shall thereafter have the right to receive upon conversion of this Notethe Debentures, upon the basis and upon the terms and conditions specified herein therein and in lieu of the shares of Common Stock Conversion Shares immediately theretofore issuable upon conversion, such stockshares, securities or assets which the Holder Buyer would have been entitled to receive in such transaction had this Note the Debentures been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Buyer of this Note the Debenture to the end that the provisions hereof set forth in the Debenture (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the NoteDebentures) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingafter the date hereof, there shall be (i) any merger, consolidation, exchange reclassification or change of shares, recapitalization, reorganizationthe outstanding shares of Common Stock (other than a change in par value, or other similar eventfrom par value to no par value, or from no par value to par value, or as a result of which shares of Common Stock a subdivision or combination), (ii) any consolidation or merger of the Company shall be changed into Borrower with any other entity (other than a merger in which the same Borrower is the surviving or a different number of shares of another class or classes of continuing entity and its capital stock or securities of the Company or another entityis unchanged), or in case of (iii) any sale or conveyance transfer of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation Borrower, or (iv) any share exchange pursuant to which all of the Companyoutstanding shares of Common Stock are converted into other securities or property (each of (i) - (iv) above being a "Corporate Change"), then the Holder of this Note shall thereafter have the right to receive upon conversion of this Noteconversion, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversionotherwise issuable, such shares of stock, securities or assets which the Holder and/or other property as would have been entitled to receive issued or payable in such transaction Corporate Change with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon conversion had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein)Corporate Change not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any shares of stock or securities or assets thereafter deliverable upon the conversion hereofof the Note(s).

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstandingoutstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Company shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, stock or securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any stock or securities or assets thereafter deliverable upon the conversion hereof.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, reorganization or other similar event, as a result of which shares of Common Stock common stock of the Company Maker shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Company Maker or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Maker other than in connection with a plan of complete liquidation of the CompanyMaker, then the Holder of this Note shall thereafter have the right to receive receive, upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock common stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and and, in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. Maker shall not effect any transaction described in this subsection (2) unless the resulting successor or acquiring entity (if not Maker) assumes by written instrument the obligations of this subsection (2). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock securities of the Company Maker shall be changed into the same or a different number of shares and warrants of another class or classes of stock or securities of the Company Maker or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Company Maker other than in connection with a plan of complete liquidation of the CompanyMaker, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Shares and Warrants immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares of Conversion Shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof.. The Maker shall not affect any transaction described in this