Common use of Adjustment for Reorganization, Consolidation or Merger Clause in Contracts

Adjustment for Reorganization, Consolidation or Merger. If at any time or from time to time, the Company shall (a) effect a plan of merger, consolidation, recapitalization or reorganization or similar transaction with a corporation (the "Acquiror") whereby the shareholders of the Company will exchange their shares of the Company for the shares of the Acquiror, or (b) transfer all or substantially all of its properties or assets to any other person (which along with any transactions set forth in (a) hereof shall be an "Extraordinary Transaction"), then as a condition of such Extraordinary Transaction, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the Warrant Shares immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Extraordinary Transaction not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Section 4 hereof will thereafter be applicable as nearly as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any Extraordinary Transaction unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Section 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

Adjustment for Reorganization, Consolidation or Merger. If In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at any the time receivable on the exercise of the Warrant) after the Issuance PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Date, or from time to timein case, after such date, the Company (or any such other corporation) shall (a) effect a plan of merger, consolidation, recapitalization consolidate with or reorganization merge into another corporation or similar transaction with a corporation (the "Acquiror") whereby the shareholders of the Company will exchange their shares of the Company for the shares of the Acquiror, or (b) transfer convey all or substantially all of its properties or assets to any other person (which along with any transactions set forth in (a) hereof shall be an "Extraordinary Transaction")another corporation, then as a condition of and in each such Extraordinary Transactioncase the Warrantholder, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this the Warrant as provided in Section 1 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the Warrant Shares immediately theretofore acquirable stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or converted the Warrant immediately prior thereto (and such stock or securities shall be deemed to be "Warrant Shares" for the purpose of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or ); in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Extraordinary Transaction not taken place. In any each such case, the Company will make appropriate provision to insure that terms of this Warrant, including the exercise provisions of this Section 4 hereof will thereafter 1, shall be applicable as nearly as may be practicable in relation to any the shares of stock or other securities thereafter deliverable or property receivable upon the exercise of this Warrantthe Warrant after such consummation. The Company will shall not effect any Extraordinary Transaction consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof, thereof the successor corporation (if other than the Company) assumes resulting from such consolidation or merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument instrument, in form and substance reasonably satisfactory to the obligations under this Warrantholder, executed and delivered in accordance with Section 4 and 8.2 hereof, the obligations obligation to deliver to the holder of this Warrant Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be Warrantholder is entitled to acquirepurchase.

Adjustment for Reorganization, Consolidation or Merger. If In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at any the time receivable on the exercise of the Warrant) after the Issuance Date, or from time to timein case, after such date, the Company (or any such other corporation) shall (a) effect a plan of merger, consolidation, recapitalization consolidate with or reorganization merge into another corporation or similar transaction with a corporation (the "Acquiror") whereby the shareholders of the Company will exchange their shares of the Company for the shares of the Acquiror, or (b) transfer convey all or substantially all of its properties or assets to any other person (which along with any transactions set forth in (a) hereof shall be an "Extraordinary Transaction")another corporation, then as a condition of and in each such Extraordinary Transactioncase the Warrantholder, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this the Warrant as provided in Section 1 hereof at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the Warrant Shares immediately theretofore acquirable stock or other PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or converted the Warrant immediately prior thereto (and such stock or securities shall be deemed to be "Warrant Shares" for the purpose of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or ); in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of this Warrant had such Extraordinary Transaction not taken place. In any each such case, the Company will make appropriate provision to insure that terms of this Warrant, including the exercise provisions of this Section 4 hereof will thereafter 1, shall be applicable as nearly as may be practicable in relation to any the shares of stock or other securities thereafter deliverable or property receivable upon the exercise of this Warrantthe Warrant after such consummation. The Company will shall not effect any Extraordinary Transaction consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof, thereof the successor corporation (if other than the Company) assumes resulting from such consolidation or merger or the corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such consolidation or merger, or the corporation purchasing such assets, as the case may be, shall assume by written instrument instrument, in form and substance reasonably satisfactory to the obligations under this Warrantholder, executed and delivered in accordance with Section 4 and 8.2 hereof, the obligations obligation to deliver to the holder of this Warrant Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be Warrantholder is entitled to acquirepurchase.