Common use of Adjustment to Exchange Price - Dilution and Other Events Clause in Contracts

Adjustment to Exchange Price - Dilution and Other Events. In order to prevent dilution of the rights granted herein, the Exchange Price will be subject to adjustment from time to time as provided in this Section 8(d). (i) Reorganization, Reclassification, Consolidation, Merger, or Sale. Any recapitalization, reorganization reclassification, consolidation. merger, sale of all or substantially all of BSTI's assets to another Person (as defined below) or other similar transaction which is effected in such a way that holders of Conversion Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Conversion Shares is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, BSTI will make appropriate provision (in form and substance reasonably satisfactory to the holders of a majority of the Common Stock issued in connection with this transaction then outstanding) to insure that each of the holders of the Common Stock issued in connection with this transaction will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the Conversion Shares immediately theretofore acquirable and receivable upon the conversion of such holder's Common Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Conversion Shares immediately theretofore acquirable and receivable upon the exchange of such holder's Common Stock had such Organic Change not taken place. In any such case, BSTI will make appropriate provision (in form and substance reasonably satisfactory to the holders of a majority of the Common Stock issued in connection with this transaction then outstanding) with respect to such holders' rights and interests to insure that the provisions of this Section 8(d) and Section 8(e) below will thereafter be applicable to the Common Stock. BSTI will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor entity (if other than BSTI) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance reasonably satisfactory to the holders of a majority of the Common Stock issued in connection with this transaction then outstanding), the obligation to deliver to each holder of Common Stock issued in connection with this transaction such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. For purposes of this Agreement, "PERSON" shall mean an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.