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 (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 be exercisable into the kind and amount of securities, cash or other property 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) shall be made in the application of the provisions in this Warrant with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Warrant (including provisions with respect to changes in and other adjustments of the 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 (other than a transaction covered by Subsections 2(a) or 2(b))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 that 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 in this Warrant of Section 3, 4 and 5 with respect to the rights and interests thereafter of the Registered HolderHolders of this Warrant, to the end that the provisions set forth in this Warrant Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Purchase 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 at any time or from time to time after the date hereof there shall occur any reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other Reorganization Event involving the Company in which the shares of Common Stock is are converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 2(aSection 8(a) or 2(bSection 8(b)), then, following any such reorganization, recapitalization, reclassification, consolidation consolidation, merger or mergerother Reorganization Event, this each Warrant shall thereafter be exercisable into in lieu of the shares of Common Stock for which it was exercisable for prior to such event for the kind and amount of securities, cash or other property that which a holder of the number of shares of Common Stock of the Company issuable upon exercise of this the Warrant immediately prior to such reorganization, recapitalization, reclassification, consolidation consolidation, merger or merger other Reorganization Event would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the BoardCompany’s Board of Directors) shall be made in the application of the provisions in this Warrant Section 8 with respect to the rights and interests thereafter of the Registered HolderWarrant Holders, to the end that the provisions set forth in this Warrant Section 8 (including provisions with respect to changes in and other adjustments of to the Purchase 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 the 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 (other than a transaction covered by Subsections 2(aSections 8(d), 5(e) or 2(b)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 that 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 BoardBoard of Directors) shall be made in the application of the provisions in this Warrant with respect to the rights and interests thereafter of the Registered HolderSection 8, to the end that the provisions set forth in this Warrant Section 8 (including provisions with respect to changes in and other adjustments of the Purchase 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 in which the Common Stock is converted into or exchanged for securities, cash or other property (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 be exercisable in accordance with its terms into the kind and amount of securities, cash or other property 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) shall be made in the application of the provisions in this Warrant with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Warrant (including provisions with respect to changes in and other adjustments of the 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 (other than a transaction covered by Subsections 2(a) or 2(b))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 that 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 Boardboard of directors of the Company (the "BOARD")) shall be made in the application of the provisions in this Warrant of Section 3, 4 and 5 with respect to the rights and interests thereafter of the Registered HolderHolders of this Warrant, to the end that the provisions set forth in this Warrant Section 3, 4 and 5 (including provisions with respect to changes in and other adjustments of the Purchase 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.