Common use of Adjustment for Reorganization Consolidation Merger Etc Clause in Contracts

Adjustment for Reorganization Consolidation Merger Etc. The Exercise Price and the number of Warrant Shares shall be proportionately adjusted from time to time upon the occurrence of an increase in the number of shares of Common Stock outstanding by a stock dividend payable in shares of Common Stock or a subdivision or split-up of shares of Common Stock, a decrease in the number of shares of Common Stock outstanding by a combination of outstanding shares of Common Stock, any capital reorganization or any reclassification of Common Stock, or the consolidation, merger, combination or exchange of shares with another entity, or the divisive reorganization of the Company. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below: In case the Company (i) consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, or (ii) permits any other entity to consolidate with or merge into the Company and the Company is the continuing or surviving Company but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for common stock or other securities of any other entity or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other entity, or (iv) effects a reorganization or reclassification of the equity of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, the Holder shall be entitled to receive (at the aggregate Exercise Price in effect for Common Stock issuable upon such exercise of this Warrant immediately prior to such consummation), in lieu of Common Stock issuable upon such exercise of this Warrant prior to such consummation, the stock and other securities, cash and assets to which such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrant immediately prior thereto.

Adjustment for Reorganization Consolidation Merger Etc. The Exercise Price and the number of Warrant Shares shall be proportionately adjusted 4.1. In case at any time or from time to time upon the occurrence of an increase in the number of shares of Common Stock outstanding by a stock dividend payable in shares of Common Stock or a subdivision or split-up of shares of Common Stock, a decrease in the number of shares of Common Stock outstanding by a combination of outstanding shares of Common Stock, any capital reorganization or any reclassification of Common Stock, or the consolidation, merger, combination or exchange of shares with another entity, or the divisive reorganization of the Company. Upon each adjustment of the Exercise Pricetime, the Holder of this Warrant Company shall thereafter be entitled to purchase(a) effect a reorganization, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below: In case the Company (ib) consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, or (ii) permits any other entity to consolidate with or merge into the Company and the Company is the continuing or surviving Company but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for common stock or other securities of any other entity or cash or any other assetsperson, or (iiic) transfers transfer all or substantially all of its properties and or assets to any other entity, person under any plan or (iv) effects a reorganization or reclassification arrangement contemplating the dissolution of the equity of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to or in exchange for Common StockCompany, then, and in each such case, proper provision shall be made so thatthe holder of this Warrant, upon on the exercise of this Warrant hereof as provided in Section 1 at any time after the consummation of such consolidationreorganization, mergerconsolidation or merger or the effective date of such dissolution, transferas the case may be (but not later than the Termination Date), reorganization or reclassification, the Holder shall be entitled to receive (at the aggregate Exercise Price in effect for Common Stock issuable upon such exercise of this Warrant immediately prior to such consummation)receive, in lieu of the Common Stock issuable upon on exercise before such exercise of this Warrant prior to consummation or such consummationeffective date, the stock and other securities, cash securities and assets property (including cash) to which such Holder holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment thereafter as provided in Section 5. 4.2. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the holders of the Warrants after the effective date of such dissolution pursuant to this Section 4 to a bank or trust company having its principal office in Boston, Massachusetts, as trustee for the holder or holders of the Warrants, to be held by such trustee and any successor trustee until the Termination Date or earlier exercise hereof. 4.3. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 4, this Warrant shall continue in full force and effect until the Termination Date and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company.

Adjustment for Reorganization Consolidation Merger Etc. The Exercise Price and (i) In case at any time or from time to time, the Company shall at any time consolidate with or merge into another corporation, the holder hereof will thereafter receive, upon the exercise hereof, the securities or property to which a holder of the number of Warrant Shares shall be proportionately adjusted from time to time upon the occurrence of an increase in the number of shares share of Common Stock outstanding by a stock dividend payable in shares of Common Stock or a subdivision or split-up of shares of Common Stock, a decrease in the number of shares of Common Stock outstanding by a combination of outstanding shares of Common Stock, any capital reorganization or any reclassification of Common Stock, or the consolidation, merger, combination or exchange of shares with another entity, or the divisive reorganization of the Company. Upon each adjustment of the Exercise Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. The number of Shares purchasable then deliverable upon the exercise of each Warrant is subject to adjustment from time to time hereof would have been entitled upon the occurrence of any of the events enumerated below: In case the Company (i) consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, or (ii) permits any other entity to consolidate with or merge into the Company and the Company is the continuing or surviving Company but, shall take such steps in connection with such consolidation or mergermerger as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the Common Stock is changed into exercise of the Warrant. A sale of all or exchanged substantially all of the assets of the Company for common stock a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or other securities merger for the foregoing purposes. (ii) In the event of any other entity or cash or any other assets, or (iii) transfers dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and assets other securities and property (including cash, where applicable) receivable by the holder of this Warrant after the effective date of such dissolution pursuant to this Section 7(b) to the Registered Holder. (iii) Upon any other entityreorganization, consolidation, merger or transfer (ivand any dissolution following any transfer) effects a reorganization or reclassification of referred to in this Section 7(b), this Warrant shall continue in full force and effect and the equity of the Company in such a way that holders of Common Stock terms hereof shall be entitled applicable to receive stock, securities, cash or assets with respect to or in exchange for Common Stock, then, the share of stock and in each such case, proper provision shall be made so that, other securities and property receivable upon the exercise of this Warrant at any time after the consummation of such consolidationreorganization, merger, consolidation or merger or the effective date of dissolution following any such transfer, reorganization or reclassificationas the case may be, the Holder and shall be entitled to receive (at binding upon the aggregate Exercise Price in effect for Common Stock issuable upon issuer of any such exercise of this Warrant immediately prior to such consummation), in lieu of Common Stock issuable upon such exercise of this Warrant prior to such consummation, the stock and or other securities, cash and including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets to which such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrant immediately prior theretoof the Company.

Adjustment for Reorganization Consolidation Merger Etc. The Exercise Price and (a) Prior to the number expiration date of Warrant Shares shall be proportionately adjusted from time to time upon the occurrence of an increase in the number of shares of Common Stock outstanding by a stock dividend payable in shares of Common Stock or a subdivision or split-up of shares of Common Stock, a decrease in the number of shares of Common Stock outstanding by a combination of outstanding shares of Common Stock, any capital reorganization or any reclassification of Common Stock, or the consolidation, merger, combination or exchange of shares with another entity, or the divisive reorganization of the Company. Upon each adjustment of the Exercise Pricethis Warrant, the Holder of this Warrant Company shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment. The number of Shares purchasable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence of any of the events enumerated below: In case the Company (i) consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, or (ii) permits any other entity to consolidate with or merge into the Company and the Company is the continuing or surviving Company butanother corporation, in connection with such consolidation or mergerperson, the Common Stock is changed into or exchanged for common stock general partnership, limited partnership, limited liability company, trust or other securities of any other entity or cash or any other assets(collectively, a "Person"), or (iii) transfers convey all or substantially all of its properties and assets to any other entityPerson or Persons, whether affiliated or unaffiliated (any such Person being included within the meaning of the term "Successor Person"), or agree to so consolidate, merge or convey assets unless and until, prior to consummation of such consolidation, merger or conveyance, the Successor Person thereto shall assume, by written instrument executed and mailed to the holder of this Warrant, at such time, the obligation to issue and deliver to such holder such shares of stock, securities or property as, in accordance with the provisions of paragraph 5(b) below, such holder shall be entitled to purchase or receive upon its exercise of this Warrant and payment of the Exercise Price. (ivb) effects a In case any capital reorganization or reclassification of the equity Common Stock of the Company in such a way that holders (or any other Person the stock or other securities of Common Stock shall be entitled to receive stock, securities, cash or assets with respect to which are at the time receivable on the exercise of this Warrant) after the date of execution of this Warrant or in exchange for Common Stockcase, thenafter such date, the Company (or any such other Person) shall consolidate with or merge into another Person, then and in each such case, proper provision shall be made so thatcase the holder of this Warrant, upon the its exercise of this Warrant and payment of the Exercise Price, at any time after the consummation of such reorganization, consolidation, mergermerger or conveyance, transfer, reorganization or reclassification, the Holder shall be entitled to receive (at the aggregate Exercise Price in effect for Common Stock issuable upon such exercise of this Warrant immediately prior to such consummation)receive, in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such consummation, the Company (or the stock and or other securitiessecurities of such other Person) the proportionate share of all stock, cash and assets securities or other property issued, paid or delivered for or on all of the Common Stock of the Company (or the stock or other securities of such other Person) as is allocable to which such Holder would have been entitled upon such consummation the shares of Common Stock then called for by this Warrant, as if such Holder holder had so exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Paragraph 4 and 5 hereof.