Common use of Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger Clause in Contracts

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in the event of any (i) capital reorganization of Company, (ii) reclassification of the stock of Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of Company with or into another Person, (iv) sale of all or substantially all of Company’s assets to another Person, (v) transaction constituting a Fundamental Change or (v) other similar transaction (other than any such transaction covered by Section 7(d)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in the event of any (i) capital reorganization of Company, (ii) reclassification of the stock of Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of Company with or into another Person, (iv) sale of all or substantially all of Company’s 's assets to another Person, (v) transaction constituting a Fundamental Change or (v) other similar transaction (other than any such transaction covered by Section 7(d)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s 's rights under this Warrant to insure that the provisions of this Section 7 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d)4.4), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this WarrantAgreement, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant the Warrants in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrantthe Warrants); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant Agreement to insure that the provisions of this Section 7 4.5 hereof shall thereafter be applicable, as nearly as possible, to this Warrant Agreement in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this a Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e) 4.5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant Agreement and satisfactory to the HolderWarrant Agent, the obligation to deliver to the Holder Holders such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrantthe Warrants. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e)4.5, the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e) 4.5 with respect to this Warrantany Warrants.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of Company, the Company or (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s 's assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d)5(c) hereof), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder and the Board; provided, that if the Board and the Holder are unable to agree on such adjustment within a reasonable period of time (not to exceed twenty (20) days from the Holder's receipt of a certificate of adjustment pursuant to Section 5(f)(i)), such adjustment shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder, the determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company) shall be made with respect to the Holder’s 's rights under this Warrant to insure that the provisions of this Section 7 5 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In Warrant (including, in the event case of a Fundamental Changeany consolidation, following merger, sale or similar transaction in which the Warrants would cease to represent successor or purchasing Person is a Person other than the right to acquire securitiesCompany, no an immediate adjustment shall be made pursuant in the Exercise Price reflected by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the terms hereofnumber of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions of this Section 7(e5(d) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e5(d), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise or sale rights contained in Section 3 this Warrant instead of giving effect to the provisions contained in this Section 7(e5(d) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d)Error! Reference source not found.), in each case which entitles the holders of Common Stock Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common StockShares, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e) Error! Reference source not found. shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect affect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e)Error! Reference source not found., the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 2 instead of giving effect to the provisions contained in this Section 7(e) Error! Reference source not found. with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up up, or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d)4.4), in each case which entitles the holders of Common Stock Ordinary Shares to receive (either directly or upon subsequent liquidation) stock, securities securities, or assets with respect to or in exchange for Common StockOrdinary Shares, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale sale, or similar transaction, remain outstanding issued and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale sale, or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale sale, or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities securities, or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e) 4.5 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales sales, or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale sale, or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale sale, or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities securities, or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e)4.5, the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e) 4.5 with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d4(b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e4(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. Company shall not effect In connection with any such reorganization, reclassification, consolidation, merger, sale or similar transaction unlesstransaction, prior to the consummation thereof, the Company shall use reasonable best efforts to cause the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall to assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e4(c), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e4(c) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure ensure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale or lease of all or substantially all of the Company’s 's assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d4.(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the Holder’s 's rights under this Warrant to insure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e4.(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the HolderWarrant, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e4.(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 2 instead of giving effect to the provisions contained in this Section 7(e4.(b) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject In the event, at any time or from time to Section 2(a)time after the Original Issue Date, in the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, Person that does not constitute a Change of Control or (iv) sale of all or substantially all of Company’s assets to another Person, (v) transaction constituting a Fundamental Change or (v) other similar transaction (other than any such transaction covered by Section 7(d4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, subject to the final sentence of this Section 4(b) each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale merger or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale merger or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale merger or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant, but which shall thereafter be subject to such limitations or restrictions); and, in such case, appropriate adjustment (in form and substance reasonably satisfactory to the HolderHolder and the Company or successor) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 hereof 4 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e4(b) shall similarly apply to any such successive reorganizations, reclassifications, consolidations, mergers, sales mergers or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale merger or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale merger or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the HolderHolder and the Company or such successor, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 instead of giving effect to the provisions contained in this Section 7(e4(b) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to To the extent the Holder does not exercise its applicable rights under Section 2(a)4(h) hereof, in the event of any if there is a (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale Change of all or substantially all of Company’s assets to another Person, (v) transaction constituting a Fundamental Change Control or (v) other similar transaction (other than any such transaction covered by Section 7(d5(d)), in each case case, which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 7 5 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e5(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e5(e), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 2 instead of giving effect to the provisions contained in this Section 7(e5(e) with respect to this Warrant.

Adjustment to Number of Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Subject to Section 2(a), in In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale or lease of all or substantially all of the Company’s 's assets to another Person, (v) transaction constituting a Fundamental Change Person or (v) other similar transaction (other than any such transaction covered by Section 7(d4(a)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each this Warrant shall, immediately after such reorganization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance reasonably satisfactory to the Holder) shall be made with respect to the Holder’s 's rights under this Warrant to insure that the provisions of this Section 7 4 hereof shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant. In the event of a Fundamental Change, following which the Warrants would cease to represent the right to acquire securities, no adjustment shall be made pursuant to the terms hereof. The provisions of this Section 7(e4(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the HolderWarrant, the obligation to deliver to the Holder such shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, if the Warrant is exercisable in accordance with Section 2 hereof with respect to any corporate event or other transaction contemplated by the provisions of this Section 7(e4(b), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 3 2 instead of giving effect to the provisions contained in this Section 7(e4(b) with respect to this Warrant.