Common use of Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc Clause in Contracts

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings after the date hereof (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 Holdings and Holdings shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities, then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this Warrant immediately prior thereto.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other SecuritiesSecurities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Purchase Price is provided in Section 3.2.1 or 3.2.2), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder Holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, transaction shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if such holder Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings LVDGT after the date hereof (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 Holdings LVDGT and Holdings LVDGT shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock Shares (other than a capital reorganization or Other Securitiesreclassification resulting in the issue of Additional Shares for which adjustment in the Option Price is provided herein), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this WarrantOption, the holder of this WarrantASIG, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Option Price in effect at the time of such consummation for all Common Stock or Other Securities Shares issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities Shares issuable upon such exercise prior to such consummation, the greatest highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this Warrant Option immediately prior theretothereto (determined without regard to whether the Option is exercisable at such time).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings APGC after the date hereof (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 Holdings APGC and Holdings APGC shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock Shares (other than a capital reorganization or Other Securitiesreclassification resulting in the issue of Additional Shares for which adjustment in the Option Share Price is provided herein), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this WarrantOption, the holder of this WarrantEnterprises, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Option Share Price in effect at the time of such consummation for all Common Stock or Other Securities Shares issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities Shares issuable upon such exercise prior to such consummation, the greatest highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this Warrant Option immediately prior theretothereto (determined without regard to whether the Option is exercisable at such time).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities, then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder Holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, transaction shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such holder Holder would actually have been entitled as a shareholder stockholder upon such consummation if such holder Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with and the holders of a majority of the Company's capital stock before such consolidation or merger shall cease to hold a majority of the Company's capital stock after such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities, then, and then in the case of each such transaction, transaction proper provision shall be made so that, upon the basis and the terms and in the manner provided in this WarrantAgreement, the holder holders of this Warrantthe Warrants, upon the exercise hereof thereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this the Warrant Certificate held by it immediately prior thereto.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (aA) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (bB) shall permit any other Person to consolidate with or merge into Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (cC) shall transfer all or substantially all of its properties or assets to any other Person Person, or (dD) shall effect a capital reorganization or reclassification of the Common Stock or Other SecuritiesSecurities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest highest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in sections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other SecuritiesSecurities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this WarrantHolder, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest highest amount of securities, cash or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if such holder Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for herein.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other SecuritiesSecurities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Purchase Price is provided in Section 3.2.1 or 3.2.2), then, and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the holder Holder of this Warrant, upon the exercise hereof at any the time after of the consummation of such transaction, transaction shall be entitled (x) to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such holder Holder would actually have been entitled as a shareholder stockholder upon such consummation if such holder Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5 or (y) to sell this Warrant (or, at such Holder's election, a portion hereof) to the Person continuing after or surviving upon such consummation, or to the Company (if the Company is the continuing or surviving Person) at a sales price equal to the amount of cash, property and/or securities to which a Holder of the number of shares of Common Stock which would otherwise have been delivered upon the exercise of this Warrant would have been entitled upon the consummation of any such transaction (the "Event Consideration"), less the amount or portion of such Event Consideration having a fair value equal to the aggregate Purchase Price applicable to this Warrant or the portion hereof so sold.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case Holdings the Company after the date hereof (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 Holdings the Company and Holdings the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) shall transfer all or substantially all of its properties or assets to any other Person Person, or (d) shall effect a capital reorganization or reclassification of the Common Stock or Other SecuritiesSecurities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2), then, and this Warrant shall automatically terminate in its entirety immediately upon the case consummation of each such transaction, proper provision shall be made so provided that, upon the basis and the terms and in the manner provided in this Warrant, the holder of this Warrant, upon the Warrant shall be permitted to exercise hereof at any time after this Warrant immediately preceding the consummation of such transaction, transaction and immediately after such exercise shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of stock and other securities, cash or other and property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the rights represented by this Warrant immediately prior thereto.