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

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 of directors of the Company (the "Board")) shall be made in the application of the provisions of Section 3, 4 and 5 with respect to the rights and interests thereafter of the Holders of this Warrant, to the end that the provisions set forth in Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by Sections 8(d), 5(e) or 5(f), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 Board of directors of the Company (the "Board")Directors) shall be made in the application of the provisions of in this Section 3, 4 and 5 with respect to the rights and interests thereafter of the Holders of this Warrant8, to the end that the provisions set forth in this Section 3, 4 and 5 8 (including provisions with respect to changes in and other adjustments of the Exercise Warrant Price) shall thereafter be applicable, as nearly equivalent as reasonably may be, be practicable in relation to any shares of stock, securities or other property properties thereafter deliverable upon the exercise of this Warrantthereof.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by Subsections 2(a) or 2(b)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 of directors of the Company (the "Board")) shall be made in the application of the provisions of Section 3, 4 and 5 in this Warrant with respect to the rights and interests thereafter of the Holders of this WarrantRegistered Holder, to the end that the provisions set forth in Section 3, 4 and 5 this Warrant (including provisions with respect to changes in and other adjustments of the Exercise Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company (including, without limitation, a Public Transaction (as defined in that certain Securities Purchase Agreement, dated as of September __, 2005, among the Company and the purchasers named therein) in which the Common Stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 of directors of the Company (the "Board")) shall be made in the application of the provisions of Section 3, 4 and 5 with respect to the rights and interests thereafter of the Holders of this Warrant, to the end that the provisions set forth in Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by Sections 8(d), 5(e) or 5(f), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 Board of directors of the Company (the "Board")Directors) shall be made in the application of the provisions of in this Section 3, 4 and 5 with respect to the rights and interests thereafter of the Holders of this Warrant8, to the end that the provisions set forth in this Section 3, 4 and 5 8 (including provisions with respect to changes in and other adjustments of the Exercise Warrant Price) shall thereafter be applicable, as nearly equivalent as reasonably may be, be practicable in relation to any shares of stock, securities or other property properties thereafter deliverable upon the exercise of this Warrant.thereof..

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company GFN in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by Subsection 4(f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant the Note shall thereafter be exercisable convertible in lieu of the Common Stock into which it was exercisable 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 Company GFN issuable upon exercise conversion of this Warrant the Note 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 reasonably determined in good faith by the board Board of directors of the Company (the "Board")Directors) shall be made in the application of the provisions of Section 3, 4 and 5 in this Subsection 4(g) with respect to the rights and interests thereafter of the Holders of this WarrantHolder, to the end that the provisions set forth in Section 3, 4 and 5 this Subsection 4(g) (including provisions with respect to changes in and other adjustments of the Exercise Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise conversion of this Warrantthe Note.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by Subsections 2(a) or 2(b)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable prior to such event accordance with its terms 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 Company issuable upon exercise of this Warrant 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 of directors of the Company (the "Board")) shall be made in the application of the provisions of Section 3, 4 and 5 in this Warrant with respect to the rights and interests thereafter of the Holders of this WarrantRegistered Holder, to the end that the provisions set forth in Section 3, 4 and 5 this Warrant (including provisions with respect to changes in and other adjustments of the Exercise Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable 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 Company issuable upon exercise of this Warrant 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 of directors of the Company (the "BoardBOARD")) shall be made in the application of the provisions of Section 3, 4 and 5 with respect to the rights and interests thereafter of the Holders of this Warrant, to the end that the provisions set forth in Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrant.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Class A Common Stock is converted into or exchanged for securities, cash or other property, property then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant the Note shall thereafter be exercisable convertible in lieu of the Class A Common Stock into which it was exercisable 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 Class A Common Stock of the Company issuable upon exercise conversion of this Warrant the Note 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 Board of directors Directors of the Company (the "Board")Company) shall be made in the application of the provisions of in this Section 3, 4 and 5 1(b)(iv) with respect to the rights and interests thereafter of the Holders of this WarrantHolder, to the end that the provisions set forth in this Section 3, 4 and 5 1(b) (including provisions with respect to changes in and other adjustments of the Exercise Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise conversion of this Warrantthe Note.

Adjustment for Merger or Reorganization, etc. If Subject to the provisions of Section 2(c), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company Corporation in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction covered by paragraphs (e), (f) or (g) of this Section 4), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant each share of each series of Preferred Stock shall thereafter be exercisable in lieu of the Common Stock into which it was exercisable prior to such event convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company Corporation issuable upon exercise conversion of this Warrant 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 board Board of directors of the Company (the "Board")Directors) shall be made in the application of the provisions of in this Section 3, 4 and 5 set forth with respect to the rights and interests interest thereafter of the Holders holders of this Warrantsuch series of Preferred Stock, to the end that the provisions set forth in this Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Exercise PriceConversion Prices) 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 exercise conversion of this Warrantsuch series of Preferred Stock.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other transaction involving the Company Company, in each case, in which the Common Stock is converted into or exchanged for securities, cash or other propertyproperty (other than a transaction otherwise covered by this Section 10), then, following any such reorganization, recapitalization, reclassification, consolidation consolidation, merger or mergerother transaction, this each Warrant shall thereafter be exercisable for, in lieu of the Common Stock into which it was exercisable prior to such event into event, the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon exercise exercisable of this a Warrant immediately prior to such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other transaction would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the board Board of directors Directors of the Company (the "Board")Company) shall be made in the application of the provisions of in this Section 3, 4 and 5 10 with respect to the rights and interests thereafter of the Holders of this WarrantWarrant Holder, to the end that the provisions set forth in this Section 3, 4 and 5 10 (including provisions with respect to changes in and other adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise of this Warrantthe Warrants.

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Company in which the Common Stock (but not Nonvoting Stock) is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, this Warrant each share of Nonvoting Stock shall thereafter be exercisable exchangeable in lieu of the Common Stock into for which it was exercisable exchangeable prior to such event into for the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Company issuable upon exercise exchange of this Warrant one share of Nonvoting 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 of directors of the Company (the "Board")) shall be made in the application of the provisions of Section 3, 4 and 5 in this Article 2 with respect to the rights and interests thereafter of the Holders of this Warrantan Investor, to the end that the provisions set forth in Section 3, 4 and 5 this Article 2 (including provisions with respect to changes in and other adjustments of the Exercise Nonvoting Exchange Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the exercise exchange of this WarrantNonvoting Stock.