Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 4.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one (1) share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections Sections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such series of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion PricePrices) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 4.01(b), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Shares (but not the Preferred StockShares) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7this Section 3.07(f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Shares shall thereafter be convertible in lieu of the Common Stock Shares into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Shares of the Corporation Company issuable upon conversion of one share of such Preferred Stock Shares immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 3 with respect to the rights and interests thereafter of the holders of the Preferred StockShares, to the end that the provisions set forth in this Section 5 3 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred StockShares.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7Section A.3.c.(1), A.5.d, A.5.f or A.5.g) then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted or exchanged shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 A.5 with respect to the rights and interests thereafter of the holders of Series A Preferred Stock, to the end that the provisions set forth in this Section 5 A.5 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Sections 4.3 or 5.74.4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Company issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 5.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7Section 9.1(g)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Unit shall thereafter be convertible in lieu of the Common Stock Units into which it was such units were convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Units issuable upon conversion of one share of such Series A Preferred Stock Unit, Series B Preferred Unit or Series C Preferred Unit, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board, including at least a Preferred Director Majority) shall be made in the application of the provisions in this Section 5 Article 9 with respect to the rights and interests thereafter of the holders of the Preferred StockUnits, to the end that the provisions set forth in this Section 5 Article 9 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred StockUnits.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Sections 4.3 or 5.74.4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Company issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series C Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series C Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series C Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series C Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2.3 of this Statement of Designations, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Class A Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Sections 4.4 or 5.74.5 of this Statement of Designations), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Class A Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Class A Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of Preferred the Class A Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Class A Conversion PriceRatio) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred the Class A Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 10.04, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation LLC in which the Common Stock Shares (but not the Preferred StockShares) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Sections 3.03 or 5.73.05), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Share shall thereafter be convertible in lieu of the Common Stock Shares into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Shares of the Corporation LLC issuable upon conversion of one share of such Preferred Stock Share immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 Article III with respect to the rights and interests thereafter of the holders of the Preferred StockShares, to the end that the provisions set forth in this Section 5 Article III (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred StockShares.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger (excluding a Change of Control, Sale of the Company or dissolution event) involving the Corporation Company in which the Common Stock (but not the Preferred Stock) is Units are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 8.07, 5.6 or 5.78.08 and 8.09 above), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share Preferred Unit of Preferred Stock not so converted each series shall thereafter be convertible in lieu of the Common Stock Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Units of the Corporation Company issuable upon conversion of one share Preferred Unit of such Preferred Stock series immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Managers of the Company) shall be made in the application of the provisions in this Section 5 ‎ARTICLE VIII with respect to the rights and interests thereafter of the holders of the Preferred StockUnit, to the end that the provisions set forth in this Section 5 ‎ARTICLE VIII (including provisions with respect to changes in and other adjustments of the applicable Conversion Adjustment Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred StockUnits.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7)property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections Sections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.. Exhibit A to Shining Sea Share Purchase Agreement

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series 1 Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 4.4. 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series 1 Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series 1 Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series 1 Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series 1 Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series 1 Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2, if there shall occur any reorganization, recapitalization, reclassification, consolidation or consolidation, plan of merger involving the Corporation in which the New Common Stock (but not the Designated Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4paragraphs (d), 5.6 (e) or 5.7(f) of this Section 4), then, following any such reorganization, recapitalization, reclassification, consolidation or plan of merger, each share of Designated Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of New Common Stock of the Corporation issuable upon conversion of one share of such Designated Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or consolidation, plan of merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Designated Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) Price or Series B Conversion Price shall thereafter be applicable, as nearly as reasonably may be, in relation to any my securities or other property thereafter deliverable upon the conversion of such the Designated Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3this Agreement as it relates to a Deemed Liquidation Event, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7subsection (b) of this Section), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Unit shall thereafter be convertible in lieu of the Common Stock Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Units issuable upon conversion of one share of such the Preferred Stock Units immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Preferred StockUnits, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion PricePrices) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred StockUnits.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Series A Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections B.2.3., 5.6 B.4.4., B.4.5., B.4.6. or 5.7B.4.7.), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Series A Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Series A Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 B.4. with respect to the rights and interests thereafter of the holders of Preferred the Series A Stock, to the end that the provisions set forth in this Section 5 B.4. (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred the Series A Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 4.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one (1) share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions In case of Subsection 3.3any consolidation, if there shall occur any reorganization, recapitalization, reclassification, consolidation recapitalization or merger involving of the Corporation in which with or into another corporation or the Common Stock (but not sale of all or substantially all of the Preferred Stock) is converted into or exchanged for securities, cash or other property assets of the Corporation to another corporation (other than a transaction covered by Subsections 5.4subdivision or combination provided for elsewhere in this Section 6 and other than a consolidation, 5.6 merger or 5.7sale that is treated as a Liquidation Event pursuant to Section 4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash shares of stock or other Securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share such shares of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to upon such transactionconsolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors ) shall be made in the application of the provisions in this Section 5 6 set forth with respect to the rights and interests interest thereafter of the holders of the shares of Series B Preferred Stock, to the end that the provisions set forth in this Section 5 6 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the shares of Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to In the provisions event of Subsection 3.3a reclassification, if there shall occur reorganization or exchange (other than described in Section 5.6(A) above) or any reorganizationmerger, recapitalization, reclassificationacquisition, consolidation or merger involving reorganization of the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property with another Corporation (other than a transaction covered by Subsections 5.4merger, 5.6 acquisition or 5.7), then, following any such reorganization, recapitalization, reclassification, other consolidation or mergerreorganization as defined in Section 3.3, which shall be considered a liquidation pursuant to Section 3 above), each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such the Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon such reclassification, reorganization, exchange, consolidation, merger or conveyance had the conversion occurred immediately prior to receive pursuant to such transactionthe event; and, in any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 herein set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 herein (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion PriceRate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Class A Common Stock (but not the Preferred StockSeries A Preferred) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 9(e)(i), 5.6 (ii) or 5.7(iii)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Class A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Class A Common Stock of the Corporation issuable upon immediate conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 8 with respect to the rights and interests thereafter of the holders of Preferred Stockthe Series A Preferred, to the end that the provisions set forth in this Section 5 8 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stockthe Series A Preferred.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to In the provisions event of Subsection 3.3a reclassification, if there shall occur reorganization or exchange (other than described in Section 5.4(A) above) or any reorganizationmerger, recapitalization, reclassificationacquisition, consolidation or merger involving reorganization of the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property with another Corporation (other than a transaction covered by Subsections 5.4merger, 5.6 acquisition or 5.7), then, following any such reorganization, recapitalization, reclassification, other consolidation or mergerreorganization as defined in Section 3.2, which shall be considered a liquidation pursuant to Section 3 above), each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such the Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon such reclassification, reorganization, exchange, consolidation, merger or conveyance had the conversion occurred immediately prior to receive pursuant to such transactionthe event; and, in any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 herein set forth with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 herein (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion PriceRate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 3(c) above, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation (which is not a Liquidation) in which the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4paragraph (e), 5.6 (f) or 5.7(g) of this Section 5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which that a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Shares (but not the Series A Preferred StockShares) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 15(c), 5.6 15(e) or 5.715(f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted Share shall thereafter be convertible convertible, in lieu of the Common Stock Shares into which it was convertible prior to such event event, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Shares of the Corporation Company issuable upon conversion of one share of such Series A Preferred Stock Share immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Managers) shall be made in the application of the provisions in this Section 5 15 with respect to the rights and interests thereafter of the holders holder of the Series A Preferred StockShare, to the end that the provisions set forth in this Section 5 15 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred StockShares.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject If at any time or from time to time after the provisions of Subsection 3.3, if Issuance Date there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other reorganization event (collectively, the “Reorganization Adjustment Event”) involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7)Corporation, then, following any such reorganization, recapitalization, reclassification, consolidation or mergerReorganization Adjustment Event, each share of Series B Preferred Stock not so converted shall thereafter be convertible (without taking into account any limitations or restrictions on the convertibility of the shares of Series B Preferred), in lieu of the shares of Common Stock into which it was convertible prior to such event Stock, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger Reorganization Adjustment Event would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 6(iii)(3) with respect to the rights and interests thereafter of the holders of Preferred Stockshares of Series B Preferred, to the end that the provisions set forth in this Section 5 6 (including provisions with respect to changes in and other adjustments of to the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stockthe shares of Series B Preferred.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.35I, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.47.4, 5.6 7.6 or 5.77.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 7 with respect to the rights and interests thereafter of the holders of the Series A Convertible Preferred Stock, to the end that the provisions set forth in this Section 5 7 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Convertible Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.35.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series C-1 Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.47.6, 5.6 7.11, or 5.77.12), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C-1 Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series C-1 Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 7 with respect to the rights and interests thereafter of the holders of the Series C-1 Preferred Stock, to the end that the provisions set forth in this Section 5 7 (including provisions with respect to changes in and other adjustments of the applicable Series C-1 Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series C-1 Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 4.5 or 5.74.6), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series C Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 5.5 or 5.75.6), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C Preferred Stock not so converted shall thereafter be convertible convertible, in lieu of the Common Stock into which it was convertible prior to such event event, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series C Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 5.7 with respect to the rights and interests thereafter of the holders Holders of the Series C Preferred Stock, to the end that the provisions set forth in this Section 5 5.7 (including provisions with respect to changes in and other adjustments of the applicable Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series C Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.33(c), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4(e), 5.6 (f) or 5.7(g) of this Section 5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible convertible, in lieu of the Common Stock into which it was convertible prior to such event event, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Ordinary Shares (but not the Preferred StockBonds) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.48.4, 5.6 8.6 or 5.78.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Bond shall thereafter be convertible in lieu of the Common Stock Ordinary Shares into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock Ordinary Shares of the Corporation Company issuable upon conversion of one share of such Preferred Stock Bonds immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardPost-Closing Board of Directors) shall be made in the application of the provisions in this Section 5 8 with respect to the rights and interests thereafter of the holders of Preferred Stockthe Bonds, to the end that the provisions set forth in this Section 5 8 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stockthe Bonds.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.5, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such the applicable series of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation, including the Preferred Stock Director) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the applicable series of Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price or the Series A-2 Conversion Price, as the case may be) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the applicable series of Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2.3, if there shall occur occurs any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series I Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 4.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series I Preferred Stock not so converted shall will thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series I Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall will be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series I Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series I Conversion Price) shall will thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series I Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32(c), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4paragraphs (e), 5.6 (f) or 5.7(g) of this Section 4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to In the provisions event of Subsection 3.3a reclassification, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property exchange (other than a transaction covered by Subsections 5.4described in Section 5.5(A) above) or any merger, 5.6 acquisition, consolidation, or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or mergerreorganization of the Corporation with another Corporation, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such the Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon such reclassification, reorganization, exchange, consolidation, merger or acquisition had the conversion occurred immediately prior to receive pursuant to such transactionthe event; and, in any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 herein set forth with respect to the rights and interests thereafter of the holders of Preferred StockHolders, to the end that the provisions set forth in this Section 5 herein (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Sections 33 and 44, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Section 15(c), 5.6 (d) or 5.7(e)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock Unit not so converted or exchanged shall thereafter be convertible in lieu of the Common Stock Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Units issuable upon conversion of one share of such Preferred Stock Unit immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 15 with respect to the rights and interests thereafter of the holders of such Preferred StockUnits, to the end that the provisions set forth in this Section 5 15 (including provisions with respect to changes in and other adjustments of the applicable Preferred Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, applicable in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred StockUnits.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 4.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one (1) share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.5, 5.6 4.7 or 5.74.8), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 5, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Section 7(a) or 5.7Section 7(b)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 Certificate of Designation with respect to the rights and interests thereafter of the holders Holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 Certificate of Designation (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 11.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Sections 11.2, 5.6 11.4 or 5.711.5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Note shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Company issuable upon conversion of one share of such Preferred Stock each Note outstanding immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 11.1 with respect to the rights and interests thereafter of the holders of Preferred StockNotes, to the end that the provisions set forth in this Section 5 11 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stockthe Notes.

Adjustment for Merger or Reorganization, etc. Subject to the provisions In case of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving of the Corporation in which with or into another corporation or the Common Stock (but not sale of all or substantially all of the Preferred Stock) is converted into or exchanged for securities, cash or other property assets of the Corporation to another corporation (other than a transaction consolidation, merger or sale which is covered by Subsections 5.4, 5.6 or 5.7Subsection 2(c), then, following any such reorganization, recapitalization, reclassification, consolidation or merger), each share of A Convertible Preferred Stock not so converted or B Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock (or shall be converted into a security which it was convertible prior to such event shall be convertible) into the kind and amount of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Voting Common Stock and Nonvoting Common Stock of the Corporation issuable Corporation, as the case may be, deliverable upon conversion of one share of such Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to upon such transactionconsolidation, merger or sale; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 4 set forth with respect to the rights and interests interest thereafter of the holders of the Convertible Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Convertible Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Class A Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Class A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Class A Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.35.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series C-2 Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.47.6, 5.6 7.11, or 5.77.12), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C-2 Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series C-2 Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 7 with respect to the rights and interests thereafter of the holders of the Series C-2 Preferred Stock, to the end that the provisions set forth in this Section 5 7 (including provisions with respect to changes in and other adjustments of the applicable Series C-2 Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series C-2 Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to In the provisions event of Subsection 3.3a reclassification, if there shall occur reorganization or exchange (other than described in Section 5.4(A) above) or any reorganizationmerger, recapitalization, reclassificationacquisition, consolidation or merger involving reorganization of the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property with another Corporation (other than a transaction covered by Subsections 5.437 merger, 5.6 acquisition or 5.7), then, following any such reorganization, recapitalization, reclassification, other consolidation or mergerreorganization as defined in Section 3.2, which shall be considered a liquidation pursuant to Section 3 above), each share of Series B Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount number of securities, cash shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation issuable deliverable upon conversion of one share of such the Series B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon such reclassification, reorganization, exchange, consolidation, merger or conveyance had the conversion occurred immediately prior to receive pursuant to such transactionthe event; and, in any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 herein set forth with respect to the rights and interests thereafter of the holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 5 herein (including provisions with respect to changes in and other adjustments of the applicable Series B Conversion PriceRate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Series B Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7)property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion PriceRatio) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.4, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion PricePrice of each series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.33(c), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4paragraphs (e), 5.6 (f) or 5.7(g) of this Section 5), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of each series of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such series of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 set forth with respect to the rights and interests interest thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion PricePrices) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such the Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one Table of Contents share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 with respect to the rights and interests thereafter of the holders of Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.33.9.2(c), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series C Preferred Stock,) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4paragraphs (e), 5.6 (f) or 5.7(g) of this Section 3.9.4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series C Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series C Preferred Stock Stock, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 3.9.4 with respect to the rights and interests thereafter of the holders of the Series C Preferred Stock, Stock to the end that the provisions set forth in this Section 5 3.9.4 (including provisions with respect to changes in and other adjustments of the applicable Series C Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series C Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2(e), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 Sections 4(e) or 5.74(f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7)property, then, following any as a part of and a condition to such reorganization, recapitalization, reclassification, consolidation or merger, provision shall be made so that thereafter each share of Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the same kind and amount of securities, cash or other property of the Corporation, or of the successor corporation resulting from such reorganization, recapitalization, consolidation or merger, which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 set forth with respect to the rights and interests interest thereafter of the holders of Series A Preferred Stock, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of to the applicable Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities shares of stock or other property thereafter deliverable upon the conversion of such Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Units (but not the Series A Preferred StockUnits) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 or 5.7Section 6.5(e)(ii)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Preferred Stock not so Unit entitled to be converted shall thereafter be convertible in lieu of the Common Stock Unit into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Units issuable upon conversion of one share of such Series A Preferred Stock Unit immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 6.5 with respect to the rights and interests thereafter of the holders of the Series A Preferred StockUnits, to the end that the provisions set forth in this Section 5 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) 6.5 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series A Preferred StockUnits.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3, if If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series D Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series D Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Series D Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Series D Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Series D Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Series D Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 6.12(f), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation Company in which the Common Stock Class A Units (but not the Preferred StockClass B Units) is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4Section 6.7(g), 5.6 Section 6.7(h) or 5.7Section 6.7(i)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted Class B Unit shall thereafter be convertible in lieu of the Common Stock Class A Units into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation Class A Units issuable upon conversion of one share of such Preferred Stock Class B Unit immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 5 6.7 with respect to the rights and interests thereafter of the holders of Preferred StockClass B Unitholders, to the end that the provisions set forth in this Section 5 (including 6.7(including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Preferred Stockthe Class B Units.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.3Section 2, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Junior Series A Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.4, 5.6 4.5 or 5.74.6), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Junior Series A Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Junior Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors of the Corporation) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Junior Series A Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Junior Series A Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Junior Series A Preferred Stock.

Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 3.32.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 5.44.4, 5.6 4.6 or 5.74.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock not so converted shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of such Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardBoard of Directors) shall be made in the application of the provisions in this Section 5 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 5 4 (including provisions with respect to changes in and other adjustments of the applicable Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such the Preferred Stock.