Adjustments for Consolidation, Merger, etc. Prior to the consummation of a consolidation or merger or a sale of substantially all of the property of the Company as described in Section 6 (B)(ii) hereof, each corporation, including this Corporation, which may be required to deliver any stock, securities cash or other property to the holders of shares of the Series C Preferred Stock shall assume, by written instrument delivered to each transfer agent of the Series C Preferred Stock, the obligation to deliver to such holder such shares of stock, securities, cash or other property to which, in accordance with the provisions of Section 6, such holder may be entitled and each such corporation shall have furnished to each such transfer agent or person acting in a similar capacity, including the Corporation, an opinion of counsel for such corporation, stating that such assumption agreement is legal, valid and binding upon such corporation.
Adjustments for Consolidation, Merger, etc. In case the Corporation, (A) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, (B) shall permit any other person to consolidate with or merge into the Corporation and the Corporation shall be the continuing or surviving person, but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property, (C) shall transfer all or substantially all of its properties or its assets to any other person, or (D) shall effect a capital reorganization or reclassification of the Common Stock (other than a capital reorganization or reclassification resulting in the issue of additional shares of Common Stock for which adjustment is provided in Section 6.9), then, and in each such case, proper provision shall be made so that each share of 7% Preferred Stock then outstanding shall be converted into, or exchanged for, one share of Preferred Stock (the "Substitute Preferred Stock") of the "Acquiring Corporation" (as hereinafter defined) entitling the holder thereof to all of the rights, powers, privileges and preferences with respect to the Acquiring Corporation to which the holder of a share of 7% Preferred Stock is entitled with respect to the Corporation, and being subject with respect to the Acquiring Corporation to the qualifications, limitations and restrictions to which a share of 7% Preferred Stock is subject with respect to the Corporation, except that in lieu of and notwithstanding the provisions for conversion at the option of the holders of 7% Preferred Stock set forth in Section 6.9, each shares of Substitute Preferred Stock shall be convertible at any time, at the option of the holder thereof, into the number of shares of "Voting Common Stock" (as hereinafter defined) of the Acquiring Corporation or, if the Acquiring Corporation shall not meet the requirements of the proviso hereto, its "Parent" (as hereinafter defined), subject to adjustments (subsequent to consummation of such transaction) as nearly equivalent as possible to the adjustments provided for in Section 6.9 and this Section 6.10, determined by multiplying the number of shares of Common Stock into which each share of the 7% Preferred Stock was convertible immediately prior to consummation of such transaction by a fraction, the numerator of which is the "Acquisition Price" (as hereinafter defined)...
Adjustments for Consolidation, Merger, etc. If the Company merges or consolidates with another entity or sells or transfers all or substantially all of its assets to another entity and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, the Company and any such successor, purchaser or transferee shall amend this Debenture to provide that it may thereafter be converted on the terms and subject to the conditions set forth herein into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which this Debenture might have been converted immediately before such merger, consolidation, sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable. The number of shares of Common Stock into which this Debenture may be converted shall be appropriately adjusted by the Company in the event of any forward or reverse stock split declared by the Company.
Adjustments for Consolidation, Merger, etc. In case of any consolidation or merger of the Company with any other entity (other than a wholly-owned subsidiary of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, or in case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property of the Company, the Company shall, prior to or at the time of such transaction, make appropriate provision or cause appropriate provision to be made so that Holders of each share of Series A Preferred Stock then outstanding shall have the right thereafter to convert such shares of Series A Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock into which such share of Series A Preferred Stock could have been converted immediately prior to the effective date of such consolidation, merger, sale, transfer or share exchange. If in connection with any such consolidation, merger, sale, transfer or share exchange, each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon completion of such transaction, the Company shall provide or cause to be provided to each Holder of Series A Preferred Stock the right to elect the securities, cash or other assets into which the Series A Preferred Stock held by such Holder shall be convertible after consummation of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made and the effect of failing to exercise the election).
Adjustments for Consolidation, Merger, etc. In case the Company, after ------------------------------------------ the date of this Warrant (a) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities or property of any other person, or (c) shall transfer all or substantially all of its properties and assets to any other person, or (d) shall effect a capital reorganization or reclassification of the Common Stock, then, and in each such case, proper provision shall be made so that the Holder of this Warrant, upon the exercise hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities and property to which such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrant immediately prior thereto, and the Purchase Price shall be appropriately adjusted by the board of directors of the Company.
Adjustments for Consolidation, Merger, etc. In the event that Topco shall
