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

Adjustment for Reorganization Consolidation Merger Etc. (a) In case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon the exercise of this Warrant) after the date hereof or in case after the date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, in each such case, CBS thereafter shall be entitled to receive upon the exercise of this Warrant the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions of this Section 6.2 with respect to the relative rights and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable upon the exercise of this Warrant. (b) If the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, expressly assume the obligations of the Company under this Warrant in a form reasonably satisfactory to CBS.

Adjustment for Reorganization Consolidation Merger Etc. (a) In case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon the exercise of this Warrantthese Warrants) after the date hereof or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, CBS thereafter shall be entitled to receive the Holder, upon the exercise of this Warrant hereof, at any time after the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, andshall be entitled to receive, in any such case, if necessary, appropriate adjustment shall be made in the application lieu of the provisions of this Section 6.2 with respect to the relative rights securities and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable receivable upon the exercise of this Warrantthese Warrants prior to such consummation, the securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised these Warrants immediately prior thereto (but had not exercised any rights with respect to such securities or property in connection with the reorganization, consolidation, merger or conveyance); in each such case, the terms of these Warrants shall be applicable to the securities or property receivable upon the exercise of these Warrants after such consummation. (b) If In any case where the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the CompanyCompany shall, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, assets expressly assume the obligations of the Company under this Warrant these Warrants in a form reasonably satisfactory to CBSthe Holder.

Adjustment for Reorganization Consolidation Merger Etc. (a) In case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon the exercise of this Warrantthese Warrants) after the date hereof or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, CBS thereafter shall be entitled to receive the Holder of these Warrants, upon the exercise of this Warrant hereof, at any time after the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, andshall be entitled to receive, in any such case, if necessary, appropriate adjustment shall be made in the application lieu of the provisions of this Section 6.2 with respect to the relative rights securities and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable receivable upon the exercise of this Warrantthese Warrants prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised these Warrants immediately prior thereto (but had not exercised any rights with respect to such securities or property in connection with the reorganization, consolidation, merger or conveyance); in each such case, the terms of these Warrants shall be applicable to the securities or property receivable upon the exercise of these Warrants after such consummation. (b) If In any case where the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, assets shall expressly assume the obligations of the Company under this Warrant these Warrants in a form reasonably satisfactory to CBSthe Holder hereof.

Adjustment for Reorganization Consolidation Merger Etc. (a) Prior to the expiration date of this Warrant, the Company shall not consolidate with or merge into another corporation, or convey all or substantially all of its assets to any other corporation or corporations, whether affiliated or unaffiliated (any such corporation being included within the meaning of the term "successor corporation"), or agree to so consolidate, merge or convey assets unless and until prior to consummation of such consolidation, merger or conveyance the successor corporation 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. (b) In case of any capital reorganization or reclassification of the Common Stock of the Company (or any other corporation, corporation the stock or other securities of which are at the time receivable upon on the exercise of this Warrant) after the date hereof of execution of this Warrant or in case case, after the date hereof such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, then and in each such case, CBS thereafter shall be entitled to receive upon case the exercise holder of this Warrant Warrant, upon exercise, at any time after the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, andshall be entitled to receive, in any such case, if necessary, appropriate adjustment shall be made in the application lieu of the provisions Common Stock of this Section 6.2 with respect to the relative rights and interests thereafter Company (or such other corporation) the proportionate share of CBS to the end that such provisions thereafter shall correspondingly be made applicableall stock, as nearly as reasonably may be practicable, in relation to any shares of capital stock securities or other securities property issued, paid or property thereafter deliverable upon the exercise of this Warrant. (b) If the Company shall consolidate with delivered for or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially on all of the Company's assets, expressly assume the obligations Common Stock of the Company under (or such other corporation) as is allocable to the shares of Common Stock then called for by this Warrant, as if such holder had exercised this Warrant in a form reasonably satisfactory to CBSimmediately prior thereto.

Adjustment for Reorganization Consolidation Merger Etc. (a) In the case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon on the exercise of this Warrant) or reclassification of Common Stock after the date hereof Base Date or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporationassets, then, and in each such case, CBS thereafter the Holder of this Warrant upon the exercise thereof as provided in Section 2 hereof at any time after the consummation of such reorganization, consolidation, merger, or conveyance, shall be entitled to receive receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the kind and amount of securities, cash securities or other property to which it Holder would have owned or been entitled to receive immediately after upon such consummation of such capital reorganization, consolidation, merger or conveyance if Holder had exercised this Warrant been exercised immediately prior thereto; provided, however, that in each such case, the terms of this Warrant shall be applicable to the effective time securities or property receivable upon the exercise of this Warrant after such capital reorganizationconsummation; and provided further, consolidation, merger or conveyance, and, that in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions of this Section 6.2 6 (including provisions with respect regard to the relative adjustment of the Exercise Price) in order that the rights and interests of the Holders thereafter of CBS shall be as nearly equivalent as may be practicable to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, rights and interests provided for in relation to any shares of capital stock or other securities or property thereafter deliverable upon the exercise of this WarrantSection. (b) If the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, expressly assume the obligations of the Company under this Warrant in a form reasonably satisfactory to CBS.

Adjustment for Reorganization Consolidation Merger Etc. (a) In case of any capital reorganization consolidation or merger of the Company (with or into any other corporation, the securities of entity or person, or any other corporate reorganization, in which are at the time receivable upon the exercise of this Warrant) after the date hereof or in case after the date hereof the Company (shall not be the continuing or surviving entity of such consolidation, merger or reorganization, or any such other corporation) shall consolidate with merger, consolidation or merge into another corporation similar transaction in which in excess of 50% of the Company's voting power is transferred, or convey any sale of all or substantially all of its the assets of the Company (any such transaction being hereinafter referred to another corporationas a "Reorganization"), then, in each such case, CBS thereafter the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization, shall receive, in lieu of that which would be issuable on such exercise prior to the date of such Reorganization, the stock, other securities and/or property (including cash) to which such holder would have been entitled upon the date of such Reorganization if such holder had exercised this Warrant immediately prior thereto (such new consideration to be subject to all further adjustments called for during the term hereof). The provisions of this Section 9(b) shall apply to successive Reorganizations. In the case of any such merger, consolidation or other similar transaction, the successor corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be entitled necessary to receive provide for adjustments of the type and number of securities issuable upon the exercise of this Warrant and the kind and amount of securities, cash or other property Exercise Price which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior shall be as nearly equivalent as practicable to the effective time of such capital reorganization, consolidation, merger or conveyance, and, in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions of this Section 6.2 with respect to the relative rights and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable upon the exercise of this Warrantadjustments provided for herein. (b) If the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, expressly assume the obligations of the Company under this Warrant in a form reasonably satisfactory to CBS.

Adjustment for Reorganization Consolidation Merger Etc. (a) In the case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon on the exercise of this Warrant) or reclassification of Common Stock after the date hereof Base Date or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporationassets, then, and in each such case, CBS thereafter the Holder of this Warrant upon the exercise thereof as provided in Section 2 hereof at any time after the consummation of such reorganization, consolidation, merger, or conveyance, shall be entitled to receive receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the kind and amount of securities, cash securities or other property to which it Holder would have owned or been entitled to receive immediately after upon such consummation of such capital reorganization, consolidation, merger or conveyance if Holder had exercised this Warrant been exercised immediately prior thereto; provided, however, that in each such case, the terms of this Warrant shall be applicable to the effective time securities or property receivable upon the exercise of this Warrant after such capital reorganizationconsummation; and provided further, consolidation, merger or conveyance, and, that in any such case, if necessary, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions of this Section 6.2 5 (including provisions with respect regard to the relative adjustment of the Exercise Price) in order that the rights and interests of the Holders thereafter of CBS shall be as nearly equivalent as may be practicable to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, rights and interests provided for in relation to any shares of capital stock or other securities or property thereafter deliverable upon the exercise of this WarrantSection. (b) If the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the Company, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, expressly assume the obligations of the Company under this Warrant in a form reasonably satisfactory to CBS.

Adjustment for Reorganization Consolidation Merger Etc. (a) In case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon on the exercise of this Warrant) after the date hereof Base Date or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, CBS thereafter shall be entitled to receive the Holder of this Warrant upon the exercise of this Warrant thereof as provided in Section 1 at any time after the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, andshall be entitled to receive, in any such case, if necessary, appropriate adjustment shall be made in the application lieu of the provisions of this Section 6.2 with respect to the relative rights securities and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable receivable upon the exercise of this Warrant. (b) If Warrant prior to such consummation, the Company shall consolidate with securities or merge into another corporationproperty to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, and shall not be the surviving corporation, or shall convey all or substantially all of its assets subject to another corporation, then, and further adjustment as provided in this Section 8; in each such case, the Companyterms of this Warrant shall be applicable to the securities or property receivable upon the exercise of this Warrant after such consummation. The Company shall, as a condition precedent to any such reorganization, reclassification, merger, consolidation or disposition of assets, cause the closing of such transaction, shall require that the surviving successor or acquiring corporation or the corporation that shall have received substantially all of (if other than the Company's assets, ) to expressly assume the obligations due and punctual observance and performance of each and every event covenant and condition of this Warrant to be performed and observed by the Company under and all the obligations and liabilities hereunder. The foregoing provisions of this Warrant in a form reasonably satisfactory Section shall similarly apply to CBSsuccessive reorganizations, reclassifications, mergers, consolidations, or disposition of assets.

Adjustment for Reorganization Consolidation Merger Etc. (aA) In case of any capital reorganization of the Company (or any other corporation, the securities of which are at the time receivable upon the exercise of this Warrantthese Warrants) after the date hereof or in case after the such date hereof the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, CBS thereafter shall be entitled to receive the Holder, upon the exercise of this Warrant hereof, at any time after the kind and amount of securities, cash or other property which it would have owned or been entitled to receive immediately after consummation of such capital reorganization, consolidation, merger or conveyance had this Warrant been exercised immediately prior to the effective time of such capital reorganization, consolidation, merger or conveyance, andshall be entitled to receive, in any such case, if necessary, appropriate adjustment shall be made in the application lieu of the provisions of this Section 6.2 with respect to the relative rights securities and interests thereafter of CBS to the end that such provisions thereafter shall correspondingly be made applicable, as nearly as reasonably may be practicable, in relation to any shares of capital stock or other securities or property thereafter deliverable receivable upon the exercise of this Warrantthese Warrants prior to such consummation, the securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised these Warrants immediately prior thereto (but had not exercised any rights with respect to such securities or property in connection with the reorganization, consolidation, merger or conveyance); in each such case, the terms of these Warrants shall be applicable to the securities or property receivable upon the exercise of these Warrants after such consummation. (bB) If In any case where the Company shall consolidate with or merge into another corporation, and shall not be the surviving corporation, or shall convey all or substantially all of its assets to another corporation, then, and in each such case, the CompanyCompany shall, as a condition of the closing of such transaction, shall require that the surviving corporation or the corporation that shall have received substantially all of the Company's assets, assets expressly assume the obligations of the Company under this Warrant these Warrants in a form reasonably satisfactory to CBSthe Holder.