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

Adjustment for Reorganization Consolidation Merger Etc. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization Consolidation Merger Etc. In If there shall occur any capital reorganization or reclassification of the event of Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger to which of the Corporation is a party other than a consolidation Company with or merger in which the Corporation is the continuing into another corporation, or the sale a transfer of all or conveyance to another corporation substantially all of the property assets of the Corporation Company, then, as an entirety part of any such reorganization, reclassification, consolidation, merger or substantially sale, as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case may be, no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive and lawful provision shall be made therefor in any agreement relating to a Reorganization, so that the kind and number Registered Holder of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets this Warrant shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled right thereafter to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming upon the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section exercise hereof the kind and amount of securities, property shares of stock or other securities or cash receivable or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality exercise of the non-electing shares)this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth herein with respect to the rights and interests thereafter of the Holder, to the end Registered Holder of this Warrant such that the provisions set forth herein in this Section 2 (including provisions with respect to adjustment of the specified changes and other adjustments to the conversion ratePurchase Price) shall thereafter be applicable, as nearly as is reasonably may bepracticable, in relation to any shares, shares of stock or other securities or cash or property thereafter receivable deliverable upon the exercise of this Warrant. The provisions If any such capital reorganization, reclassification, consolidation, merger or sale results in a cash distribution in excess of the Purchase Price provided by this section similarly apply Warrant, the Registered Holder may, at the Registered Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company shall, upon distribution to successive Reorganizationsthe Registered Holder, consider the Purchase Price to have been paid in full, and in making settlement to the Registered Holder, shall deduct an amount equal to the Purchase Price from the amount payable to the Registered Holder.

Adjustment for Reorganization Consolidation Merger Etc. In case of (i) any reorganization of the event Company (or any other corporation or entity, the securities of which are at the time receivable on the exercise of this Warrant) after the Base Date or (ii) the Company (or any consolidation such other corporation or merger entity) shall consolidate with or merge into another corporation or entity or convey all or substantially all of its assets to which another corporation or other entity or (iii) the Corporation Company is a party to a merger or binding share exchange which reclassifies or changes all of its outstanding Common Stock, then, and in each such case, the Holder of this Warrant upon the exercise thereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger, conveyance or binding share exchange, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon consummation if said Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 7.1; in each such case, the terms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. In case the Company (or any other than a consolidation corporation or merger in other entity, the securities of which are at the Corporation is the continuing time receivable on exercise of this Warrant) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, or then, if and only if the sale or conveyance to another corporation consideration per share of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected Common Stock received in connection with a merger of a third corporation into the Corporation) (each such transaction referred is comprised solely of cash ("Cash Consideration") and such Cash Consideration is equal to herein as “Reorganization”), no adjustment of exercise rights or less than the Exercise Price then the Warrants shall be made; providedautomatically expire upon consummation of such transaction provided that, howeverin each case, the Holder Warrants shall thereupon be entitled survive consummation of such transaction and the terms of this Section 7.2 shall apply. The Company shall not effect any such consolidation, merger, transfer or binding share exchange of all of its shares of Common Stock unless prior to receive and provision shall be made therefor in any agreement relating to a Reorganization, or simultaneously with the kind and number of securities or property consummation thereof the successor (including cashif other than the Company) of the corporation resulting from such consolidation or surviving such merger or the entity purchasing such assets or other appropriate entity shall assume, by written agreement, the obligation to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which deliver to the Holder would have owned of this Warrant such securities, cash or been other property as, in accordance with the foregoing provisions, such Holder may be entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (purchase and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of obligations under this Warrant. The provisions of this section similarly apply to successive Reorganizations.

Adjustment for Reorganization Consolidation Merger Etc. In If there shall occur any capital reorganization or reclassification of the event of Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger to which of the Corporation is a party other than a consolidation Company with or merger in which the Corporation is the continuing into another corporation, or the sale a transfer of all or conveyance to another corporation substantially all of the property assets of the Corporation Company, then, as an entirety part of any such reorganization, reclassification, consolidation, merger or substantially sale, as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case may be, no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive and lawful provision shall be made therefor in any agreement relating to a Reorganization, so that the kind and number Registered Holder of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets this Warrant shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled right thereafter to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming upon the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section exercise hereof the kind and amount of securities, property shares of stock or other securities or cash receivable or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality exercise of the non-electing shares)this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth herein with respect to the rights and interests thereafter of the Holder, to the end Registered Holder of this Warrant such that the provisions set forth herein in this Section 2 (including provisions with respect to adjustment of the specified changes and other adjustments to the conversion ratePurchase Price) shall thereafter be applicable, as nearly as is reasonably may bepracticable, in relation to any shares, shares of stock or other securities or cash or property thereafter receivable deliverable upon the exercise of this Warrant. The provisions If any such capital reorganization, reclassification, consolidation, merger or sale results in a cash distribution in excess of the Purchase Price provided by this section similarly apply Warrant, the Registered Holder may, at the Registered Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company shall, upon distribution to successive Reorganizations.the Registered Holder,

Adjustment for Reorganization Consolidation Merger Etc. In If there shall occur any capital reorganization or reclassification of the event of Company's Common Stock (other than a change in par value or a subdivision or combination as provided for in subsection 2(a) above), or any consolidation or merger to which of the Corporation is a party other than a consolidation Company with or merger in which the Corporation is the continuing into another corporation, or the sale a transfer of all or conveyance to another corporation substantially all of the property assets of the Corporation Company, then, as an entirety part of any such reorganization, reclassification, consolidation, merger or substantially sale, as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”)case may be, no adjustment of exercise rights or the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive and lawful provision shall be made therefor in any agreement relating to a Reorganization, so that the kind and number Registered Holder of securities or property (including cash) of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets this Warrant shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled right thereafter to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming upon the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section exercise hereof the kind and amount of securities, property shares of stock or other securities or cash receivable or property which such Registered Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Registered Holder had held the number of shares of Common Stock which were then purchasable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality exercise of the non-electing shares)this Warrant. In any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth herein with respect to the rights and interests thereafter of the Holder, to the end Registered Holder of this Warrant such that the provisions set forth herein in this Section 2 (including provisions with respect to adjustment of the specified changes and other adjustments to the conversion ratePurchase Price) shall thereafter be applicable, as nearly as is reasonably may bepracticable, in relation to any shares, shares of stock or other securities or cash or property thereafter receivable deliverable upon the exercise of this Warrant. The provisions If any such capital reorganization, reclassification, consolidation, merger or sale results in a cash distribution in excess of the Purchase Price provided by this section similarly apply to successive Reorganizations.Warrant, the Registered Holder may, at the Registered Holder's option, exercise this Warrant without making payment of

Adjustment for Reorganization Consolidation Merger Etc. (i) In case at any time or from time to time, the Company shall (x) effect a reorganization, (y) consolidate with or merge into any other person, or (z) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case the Option shall continue to be in full force and effect and each Purchaser, on the exercise of the Option as provided in Section 1.2 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution as the case may be, shall receive, if after such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, no shares of Common Stock shall be outstanding that are identical to the shares of Common Stock outstanding immediately prior to such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Purchaser would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Purchaser had so exercised its Option immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 1.2(c) and (e). The Company shall cause 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, to agree to be bound by the terms and conditions of the Option, whether or not such person shall have expressly assumed the terms of the Option. (ii) In the event of any consolidation dissolution of the Company following the transfer of all or merger to which substantially all of its properties or assets, the Corporation is a party Company (other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporationtransaction described in Section 1.2(d)(i) (each such transaction referred to herein as “Reorganization”above), no adjustment of exercise rights prior to such dissolution, shall at its expense deliver or cause to be delivered the Exercise Price shall be made; provided, however, the Holder shall thereupon be entitled to receive stock and provision shall be made therefor in any agreement relating to a Reorganization, the kind other securities and number of securities or property (including cash, where applicable) of receivable by the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which Purchasers had the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant Options been exercised immediately prior to such Reorganization (and assuming dissolution, less an amount equal to the Holder failed aggregate Exercise Price, after the effective date of such dissolution pursuant to make an electionthis Section 1.2(d)(ii) to a bank or trust company having its principal office in Seattle, if any was availableWashington, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then trustee for the purpose of this section the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section similarly apply to successive ReorganizationsPurchasers.

Adjustment for Reorganization Consolidation Merger Etc. In the event of any consolidation or merger to which the Corporation is a party other than a consolidation or merger in which the Corporation is the continuing corporation, or the sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety or any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation) (each such transaction referred to herein as “Reorganization”), no adjustment the Corporation shall give notice to the holder of exercise rights this Warrant at least five (5) days prior to the closing of such transaction (such notice to be deemed given if publicly reported in a press release or filing with the Exercise Price shall be made; provided, however, Securities and Exchange Commission) and the Holder shall thereupon be entitled to receive and provision shall be made therefor in any agreement relating to a Reorganization, the kind and number of securities or property (including cash) of the corporation Corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise transferred or with whom securities have been exchanged, which the Holder would have owned or been entitled to receive as a result of such Reorganization had this Warrant been exercised immediately prior to such Reorganization (and assuming the Holder failed to make an election, if any was available, as to the kind or amount of securities, property or cash receivable by reason of such Reorganization; provided that if the kind or amount of securities, property or cash receivable upon such Reorganization is not the same for each share of common stock in respect of which such rights of election shall not have been exercised (“non-electing share”) then for the purpose of this section Section the kind and amount of securities, property or cash receivable upon such Reorganization for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In any case, appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth herein (including the specified changes and other adjustments to the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon exercise of this Warrant. The provisions of this section Section similarly apply to successive Reorganizations.