Common use of Adjustment for Mergers or Reorganizations, etc Clause in Contracts

Adjustment for Mergers or Reorganizations, etc. Any reorganization, recapitalization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event or a transaction covered by Sections 2(a) or 2(b)) is referred to herein as an “Organic Change”. Prior to the consummation of any such Organic Change, the Company shall make appropriate provision to ensure that the Registered Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise of this Warrant, the kind and amount of securities, cash or other property as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment shall be made with respect to the Registered Holder’s rights and interests to ensure that the provisions of this Section 2 shall thereafter be applicable to the Warrants (including, in the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant, if the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change).

Adjustment for Mergers or Reorganizations, etc. Any reorganization, recapitalization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s 's assets or other transaction involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event or a transaction covered by Sections subsections 1(d), 2(a) ), or 2(b)) is referred to herein as an “Organic Change”. "ORGANIC CHANGE." Prior to the consummation of any such Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of a majority of the Warrants then remaining outstanding) to ensure that the Registered Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable upon exercise of this Warrant, the kind and amount of securities, cash or other property as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In such case, appropriate adjustment (in form and substance reasonably satisfactory to the Registered Holders of a majority of the Warrants then remaining outstanding) shall be made with respect to the Registered Holder’s 's rights and interests to ensure that the provisions of this Section 2 shall thereafter be applicable to the Warrants (including, in the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant, if the value so reflected is less than the Exercise Price then in effect immediately prior to such Organic Change)Warrants.

Adjustment for Mergers or Reorganizations, etc. Any If there shall ---------------------------------------------- occur any reorganization, recapitalization, reclassification, consolidation, merger, sale of all consolidation or substantially all of the Company’s assets or other transaction merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event Sale of the Company transaction (as defined below) or a transaction covered by Sections subsections 2(a), 2(b) or 2(b2(d)) is referred to herein as an “Organic Change”. Prior to the consummation of ), then, following any such Organic Changereorganization, the Company shall make appropriate provision to ensure that recapitalization, consolidation or merger, the Registered Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable receive upon exercise of this Warrant, hereof the kind and amount of securities, cash or other property as may be issued which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or payable with respect to or in exchange for merger, the Registered Holder had held the number of shares of Common Stock immediately acquirable and receivable upon exercise of subject to this Warrant had such Organic Change not taken placeWarrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the Registered Holder’s rights and interests thereafter of the Registered Holder, to ensure the end that the provisions of set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable to the Warrants (includingapplicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant. For the purposes hereof, if a "Sale of the value so reflected is less Company" shall mean (i) the sale of all or substantially all of the assets or stock of the Company or (ii) the acquisition of the Company by means of a reorganization, merger, consolidation or recapitalization unless the owners of the capital stock of the Company before such transaction continue to own after such transaction more than 50% of the Exercise Price then capital stock of the acquiring or succeeding entity in effect immediately substantially the same proportions as held prior to such Organic Change)transaction.

Adjustment for Mergers or Reorganizations, etc. Any If there shall occur any reorganization, recapitalization, reclassification, consolidation, merger, sale of all consolidation or substantially all of the Company’s assets or other transaction merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event Sale of the Company transaction (as defined below) or a transaction covered by Sections subsections 2(a), 2(b) or 2(b2(d)) is referred to herein as an “Organic Change”. Prior to the consummation of ), then, following any such Organic Changereorganization, the Company shall make appropriate provision to ensure that recapitalization, consolidation or merger, the Registered Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable receive upon exercise of this Warrant, hereof the kind and amount of securities, cash or other property as may be issued which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or payable with respect to or in exchange for merger, the Registered Holder had held the number of shares of Common Stock immediately acquirable and receivable upon exercise of subject to this Warrant had such Organic Change not taken placeWarrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the Registered Holder’s rights and interests thereafter of the Registered Holder, to ensure the end that the provisions of set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable to the Warrants (includingapplicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant. For the purposes hereof, if a "Sale of the value so reflected is less Company" shall mean (i) the sale of all or substantially all of the assets or stock of the Company or (ii) the acquisition of the Company by means of a reorganization, merger, consolidation or recapitalization unless the owners of the capital stock of the Company before such transaction continue to own after such transaction more than 50% of the Exercise Price then capital stock of the acquiring or succeeding entity in effect immediately substantially the same proportions as held prior to such Organic Change)transaction.

Adjustment for Mergers or Reorganizations, etc. Any If there shall ---------------------------------------------- occur any reorganization, recapitalization, reclassification, consolidation, merger, sale of all recapitalization or substantially all of the Company’s assets or other transaction consolidation involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property while this Warrant remains outstanding and unexpired in whole or in part (other than a Liquidity Event Sale of the Company transaction (as defied below) or a transaction covered by Sections subsections 2(a), 2(b) or 2(b2(d)) is referred to herein as an “Organic Change”. Prior to the consummation of ), then, following any such Organic Changereorganization, the Company shall make appropriate provision to ensure that recapitalization or consolidation, the Registered Holder shall have the right to receive, in lieu of or in addition to (as the case may be) such shares of Common Stock immediately acquirable and receivable receive upon exercise of this Warrant, hereof the kind and amount of securities, cash or other property as may be issued which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization or payable with respect to or in exchange for consolidation, the Registered Holder had held the number of shares of Common Stock immediately acquirable and receivable upon exercise of subject to this Warrant had such Organic Change not taken placeWarrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the Registered Holder’s rights and interests thereafter of the Registered Holder, to ensure the end that the provisions of set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable to the Warrants (includingapplicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the case of any Organic Change where the successor entity or purchasing entity is other than the Company, an immediate reduction to the Exercise Price to the value of the Common Stock reflected by the terms of the Organic Change and a corresponding increase in the number of shares of Common Stock acquirable and receivable upon exercise of this Warrant. For the purpposes hereof, if a "Sale of the value so reflected is less Company" shall mean (i) the sale of all or substantially all of the assets or stock of the Company or (ii) the acquisition of the Company by means of a reorganization, merger, consolidation or recapitalization unless the owners of the capital stock of the Company before such transaction continue to own after such transaction more than 50% of the Exercise Price then capital stock of the acquiring or succeeding entity in effect immediately substantially the same proportions as held prior to such Organic Change)transaction.