Common use of Adjustment for Reorganization Events Clause in Contracts

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company with or into another Person in which a majority of the Common Stock (but not the Series B Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation) other than a Change of Control (a “Reorganization Event”), then, subject to Section 5, following any such Reorganization Event, each share of Series B Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its shares of Series B Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8.7 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 8.7 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B Preferred Stock will be convertible into under this Section 8.7(c). Failure to deliver such notice shall not affect the operation of this Section 8.7(c). The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(c) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.

Adjustment for Reorganization Events. If there shall occur (i) In the event of: (A) any reclassification, statutory exchange, reorganization, recapitalizationmerger, consolidation or merger involving other similar business combination of the Company with or into another Person Person, in each case, pursuant to which a majority of the Common Stock Membership Interests (but not the Series B A Preferred StockMembership Interests) is are changed or converted into into, or exchanged for securitiesfor, cash cash, securities or other property of the Company or another Person; (excluding a merger solely for B) any sale, transfer, lease or conveyance to another Person of all or substantially all the purpose property and assets of changing the Company’s jurisdiction , in each case pursuant to which Common Membership Interests (but not Series A Preferred Membership Interests) are converted into cash, securities or other property; or (C) any statutory exchange of incorporation) securities of the Company with another Person (other than in connection with a Change merger, consolidation or other similar business combination); (each of Control (which is referred to as a “Reorganization Event”)) each Series A Preferred Membership Interest outstanding immediately prior to such Reorganization Event will, then, without the consent of the holders thereof (unless otherwise required by Section 4.03 or 4.04) and subject to Section 53.05(i)(v), following any such Reorganization Event, each share of Series B Preferred Stock shall remain outstanding and be but shall become convertible into into, out of funds legally available therefor, the number, kind and amount of securities, cash or and other property which a (the “Exchange Property”) (without any interest on such Exchange Property) that the holder of such share of Series B A Preferred Stock Membership Interests would have received in such Reorganization Event had such holder converted its shares of Series B A Preferred Stock Membership Interests into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable Membership Interests immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8.7 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 8.7 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B Preferred Stock will be convertible into under this Section 8.7(c). Failure to deliver such notice shall not affect the operation of this Section 8.7(c). The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(c) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, any: (i) recapitalization, consolidation reclassification or merger involving the Company with or into another Person in which a majority change of the Common Stock (but other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits and stock combinations that do not involve the Series B Preferred Stockissuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving the Corporation; (iii) sale, lease or other transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, in each case, as a result of which, the Common Stock is converted into into, or is exchanged for for, or represents solely the right to receive, other securities, cash or other property (excluding a merger solely for property, or any combination of the purpose of changing the Company’s jurisdiction of incorporation) other than a Change of Control foregoing (a “Reorganization Event”), then, subject to Section 5, then following any such Reorganization Event, each share of Series B Convertible Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B Preferred Stock Holder would have received in such Reorganization Event had such holder Holder converted its shares of Series B Convertible Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of such Reorganization Event (the Reorganization Event“Reference Property”); and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth in this Section 8.7 set forth 7.7 with respect to the rights and interest interests thereafter of the holdersHolders, to the end that the provisions set forth in this Section 8.7 7.7 (including provisions with respect to changes in and other adjustments of the Conversion Price, to the extent the Reference Property consists of property other than cash and the Holders do not participate, on an as-converted basis, in applicable events with respect thereto) and Section 9 shall thereafter be applicable, as nearly as reasonably practicable, applicable in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Convertible Preferred Stock. The Company Corporation (or any successorsuccessor thereto) shall, no less later than twenty (20) the Business Days prior to Day after the occurrence effective date of any such Reorganization Event, provide written notice to the holders of Series B Preferred Stock Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B Convertible Preferred Stock will be convertible into under this Section 8.7(c7.7(f). Failure to deliver such notice shall not affect the operation of this Section 8.7(c7.7(f). The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unlessunless (i) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series B Convertible Preferred Stock in a manner that is consistent with and gives effect to this Section 7.7(f) and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event, Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made (as determined by the Corporation in good faith) in the agreements governing such Reorganization Event for the conversion of the Series B Convertible Preferred Stock into stock the Reference Property and the assumption by such Person of the Person surviving such obligations of the Corporation under this Certificate of Designations. If the Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Lawcauses the Common Stock to be converted into, or exchanged for, the right to receive more than a contrary determination single type of consideration (as defined determined based in part upon any form of stockholder election), then for the purposes of this Section 1313(a) of the Code7.7(f), the Company Reference Property into which the Series B Convertible Preferred Stock shall treat any adjustment be convertible shall be deemed to be the Conversion Price pursuant to this Section 8.7(c) weighted average of the types and amounts of consideration per share actually received by holders of Common Stock. The Corporation shall notify holders and the Transfer Agent of the weighted average as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with soon as practicable after such treatmentdetermination is made.

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company Corporation with or into another Person in which a majority of the Common Stock (but not the Series B Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the CompanyCorporation’s jurisdiction of incorporation) other than including a Change of Control (a “Reorganization Event”), then, subject to Section 5, following any such Reorganization Event, each share of Series B Convertible Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B Preferred Stock Holder would have received in such Reorganization Event had such holder Holder converted its shares Shares of Series B Convertible Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price Ratio applicable immediately prior to the effective date of the such Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8.7 7.6 set forth with respect to the rights and interest thereafter of the holdersHolders, to the end that the provisions set forth in this Section 8.7 7.6 (including provisions with respect to changes in and other adjustments of the Conversion PriceRatio) shall thereafter be applicable, as nearly as reasonably practicable, applicable in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Convertible Preferred Stock. The Company Corporation (or any successorsuccessor thereto) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B Preferred Stock Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share Share of Series B Convertible Preferred Stock will be convertible into under this Section 8.7(c7.6(b). Failure to deliver such notice shall not affect the operation of this Section 8.7(c7.6(b). The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unlessunless (i) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series B Convertible Preferred Stock in a manner that is consistent with and gives effect to this Section 7.6(b) and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event, Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Convertible Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change change in Tax Lawlaw, or a contrary determination “determination” (as defined in Section 1313(a) of the Code), the Company Corporation shall treat any adjustment to the Conversion Price Ratio pursuant to this Section 8.7(c7.6(b) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax tax and withholding Tax tax purposes, and shall not take any position inconsistent with such treatment.

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, any: (i) recapitalization, consolidation reclassification or merger involving the Company with or into another Person in which a majority change of the Common Stock (but other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits and stock combinations that do not involve the Series B Preferred Stockissuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving the Corporation; (iii) sale, lease or other transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, in each case, as a result of which, the Common Stock is converted into into, or is exchanged for for, or represents solely the right to receive, other securities, cash or other property (excluding a merger solely for property, or any combination of the purpose of changing the Company’s jurisdiction of incorporation) other than a Change of Control foregoing (a “Reorganization Event”), then, subject to Section 5, then following any such Reorganization Event, each share of Series B A Convertible Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B Preferred Stock Holder would have received in such Reorganization Event had such holder Holder converted its shares of Series B A Convertible Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of such Reorganization Event (the Reorganization Event“Reference Property”); and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth in this Section 8.7 set forth ‎7.7 with respect to the rights and interest interests thereafter of the holdersHolders, to the end that the provisions set forth in this Section 8.7 ‎7.7 (including provisions with respect to changes in and other adjustments of the Conversion Price, to the extent the Reference Property consists of property other than cash and the Holders do not participate, on an as-converted basis, in applicable events with respect thereto) and Section 9 shall thereafter be applicable, as nearly as reasonably practicable, applicable in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B A Convertible Preferred Stock. The Company Corporation (or any successorsuccessor thereto) shall, no less later than twenty (20) the Business Days prior to Day after the occurrence effective date of any such Reorganization Event, provide written notice to the holders of Series B Preferred Stock Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B A Convertible Preferred Stock will be convertible into under this Section 8.7(c‎7.7(f). Failure to deliver such notice shall not affect the operation of this Section 8.7(c‎7.7(f). The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unlessunless (i) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series A Convertible Preferred Stock in a manner that is consistent with and gives effect to this Section ‎7.7(f) and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event, Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made (as determined by the Corporation in good faith) in the agreements governing such Reorganization Event for the conversion of the Series B A Convertible Preferred Stock into stock the Reference Property and the assumption by such Person of the Person surviving such obligations of the Corporation under this Certificate of Designations. If the Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Lawcauses the Common Stock to be converted into, or exchanged for, the right to receive more than a contrary determination single type of consideration (as defined determined based in part upon any form of stockholder election), then for the purposes of this Section 1313(a) of the Code‎7.7(f), the Company Reference Property into which the Series A Convertible Preferred Stock shall treat any adjustment be convertible shall be deemed to be the Conversion Price pursuant to this Section 8.7(c) weighted average of the types and amounts of consideration per share actually received by holders of Common Stock. The Corporation shall notify holders and the Transfer Agent of the weighted average as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with soon as practicable after such treatmentdetermination is made.

Adjustment for Reorganization Events. If there shall occur 1. In the event of: (i) any reclassification, statutory exchange, reorganization, recapitalizationmerger, consolidation or merger involving other similar business combination of the Company Corporation with or into another Person, in each case pursuant to which the Common Stock (but not the Convertible Preferred Stock) is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Corporation, in each case pursuant to which the Common Stock (but not the Convertible Preferred Stock) is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Corporation with another Person (other than in connection with a majority merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock (but not the Series B Convertible Preferred Stock) into other securities (each of the foregoing clauses (i) through (iii) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation) other than a Change of Control (referred to as a “Reorganization Event”), theneach share of Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders and subject to Section 5K.4, following any such Reorganization Event, each share of Series B Preferred Stock shall remain outstanding and be but shall become convertible into into, out of funds legally available therefor, the number, kind and amount of securities, cash or and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distributions on such Exchange Property which have a holder record date that is prior to the applicable Conversion Date) that the Holder of such share of Series B Convertible Preferred Stock would have received in such Reorganization Event had such holder Holder converted its shares of Series B Convertible Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization EventEvent and the Liquidation Preference Amount applicable at the time of such subsequent conversion; andprovided, in that, the foregoing shall not apply if such caseHolder is a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, appropriate adjustment as the case may be (as determined in good faith by the Board) shall be made in the application any such Person, a “Constituent Person”), or an Affiliate of the provisions in this Section 8.7 set forth with respect to the rights and interest thereafter of the holdersa Constituent Person, to the end that extent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this Section K.1, the kind and amount of securities, cash and other property receivable upon conversion following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. 2. The above provisions of this Section K shall similarly apply to successive Reorganization Events and the provisions set forth in this of Section 8.7 (including provisions with respect to changes in and other adjustments of the Conversion Price) J shall thereafter be applicable, as nearly as reasonably practicable, in relation apply to any shares of Capital Stock (or capital stock or of any other property thereafter deliverable upon Person) received by the conversion holders of the Series B Preferred StockCommon Stock in any such Reorganization Event. 3. The Company Corporation (or any successor) shall, no less than twenty (20) 20 Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B Preferred Stock Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B Preferred Stock will be convertible into under this Section 8.7(c)constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 8.7(c)K. 4. The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless: (i) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Convertible Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section K and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event, Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Convertible Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(c) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company Corporation with or into another Person in which a majority of the Common Stock (but not the Series B Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Company’s Corporation's jurisdiction of incorporation) other than a Change of Control (a “"Reorganization Event”"), then, subject to Section 5, following any such Reorganization Event, each share of Series B Convertible Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B Preferred Stock Holder would have received in such Reorganization Event had such holder Holder converted its shares Shares of Series B Convertible Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the such Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8.7 8.6 set forth with respect to the rights and interest thereafter of the holdersHolders, to the end that the provisions set forth in this Section 8.7 8.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, applicable in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Convertible Preferred Stock. The Company Corporation (or any successorsuccessor thereto) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B Preferred Stock Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share Share of Series B Convertible Preferred Stock will be convertible into under this Section 8.7(c8.6(b). Failure to deliver such notice shall not affect the operation of this Section 8.7(c8.6(b). The Company Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unlessunless (i) such agreement provides for, or does not interfere with or prevent (as applicable), conversion of the Series B Convertible Preferred Stock in a manner that is consistent with and gives effect to this Section 8.6(b) and (ii) to the extent that the Company Corporation is not the surviving corporation in such Reorganization Event, Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B Convertible Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change change in Tax Lawlaw, or a contrary determination "determination" (as defined in Section 1313(a) of the Code), the Company Corporation shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(c8.6(b) as being made pursuant to a “"bona fide, reasonable, adjustment formula” " within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax tax and withholding Tax tax purposes, and shall not take any position inconsistent with such treatment.

Adjustment for Reorganization Events. If there shall occur any reclassification, statutory exchange, reorganization, recapitalization, consolidation or merger involving the Company with or into another Person in which a majority of the Common Stock (but not the Series B A Preferred Stock) is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Company’s jurisdiction of incorporation) other than a Change of Control (a “Reorganization Event”), then, subject to Section 5, following any such Reorganization Event, each share of Series B A Preferred Stock shall remain outstanding and be convertible into the number, kind and amount of securities, cash or other property which a holder of such share of Series B A Preferred Stock would have received in such Reorganization Event had such holder converted its shares of Series B A Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 8.7 set forth with respect to the rights and interest thereafter of the holders, to the end that the provisions set forth in this Section 8.7 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B A Preferred Stock. The Company (or any successor) shall, no less than twenty (20) Business Days prior to the occurrence of any Reorganization Event, provide written notice to the holders of Series B A Preferred Stock of such occurrence of such event and of the kind and amount of the cash, securities or other property that each share of Series B A Preferred Stock will be convertible into under this Section 8.7(c). Failure to deliver such notice shall not affect the operation of this Section 8.7(c). The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for the conversion of the Series B A Preferred Stock into stock of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(c) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.