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 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 following the 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 the 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 the transaction, shall be entitled to receive (at the aggregate Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon exercise immediately prior to the consummation), in lieu of the Common Stock or Other Securities issuable upon exercise prior to the consummation, the greatest amount of securities, cash or other property to which the holder would actually have been entitled as a stockholder upon such consummation if the holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company Holdings after the date hereof (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation following the of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company Holdings and the Company Holdings shall be the continuing or surviving Person but, in connection with the 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 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 the such transaction, shall be entitled to receive (at the aggregate Warrant Exercise Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest amount of securities, cash or other property to which the such holder would actually have been entitled as a stockholder shareholder upon such consummation if the such holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the 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 the such consolidation or merger, the Series C Shares, 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 Series C Shares, Common Stock or Other Securities thenSecurities, and in the case of each such transaction, then 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 the such transaction, shall be entitled to receive (at the aggregate Warrant Exercise Price Per Share that would have been in effect at the time of such consummation for all Common Stock Series C Shares or Other Securities issuable upon exercise immediately prior to the such consummation), in lieu of the Common Stock Series C Shares or Other Securities issuable upon such exercise prior to the such consummation, either of the greatest amount following as shall be elected by the Holder (such election to be made within one year after the date of securitiesthe consummation of such transaction by written notice to the Acquiring Person or its Parent, cash or other property as the case may be, and, in the absence of such notice, the provisions of clause (ii) below shall be deemed to which the holder would actually have been entitled as a stockholder upon such consummation if elected by the holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof.Holder):

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company LVDGT after the date hereof (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation following the of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company LVDGT and the Company LVDGT shall be the continuing or surviving Person but, in connection with the 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, or (d) shall effect a capital reorganization or reclassification of the Common Stock Shares (other than a capital reorganization or Other Securities reclassification 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 the such transaction, shall be entitled to receive (at the aggregate Warrant 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 the such consummation), in lieu of the Common Stock or Other Securities Shares issuable upon such exercise prior to the such consummation, the greatest highest amount of securities, cash or other property to which the such holder would actually have been entitled as a stockholder shareholder upon such consummation if the such holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) Option immediately prior thereto, subject thereto (determined without regard to adjustments (subsequent to whether the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereofOption is exercisable at such time).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the 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 the 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 (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 the transaction, such transaction shall be entitled to receive (at the aggregate Warrant Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest amount of securities, cash or other property to which the holder such Holder would actually have been entitled as a stockholder shareholder upon such consummation if the holder such Holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the 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 the 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 (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 the transaction, such transaction and immediately after such exercise shall be entitled to receive (at the aggregate Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest amount of stock and other securities, cash or other and property to which the such holder would actually have been entitled as a stockholder upon such consummation if the such holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case the Company after the date hereof (ai) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation following the of such consolidation or merger, or (bii) 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 the 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 (ciii) shall transfer all or substantially all of its properties or assets to any other Person, or (div) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (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 the such transaction, shall be entitled to receive (at the aggregate Warrant Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest highest amount of securities, cash or other property to which the holder such Holder would actually have been entitled as a stockholder shareholder upon such consummation if the holder such Holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof3 through 5.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the 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 the 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 (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 the transaction, such transaction shall be entitled (x) to receive (at the aggregate Warrant Purchase Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest amount of securities, cash or other property to which the holder such Holder would actually have been entitled as a stockholder upon such consummation if the holder such Holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 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 the Company APGC after the date hereof (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation following the of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company APGC and the Company APGC shall be the continuing or surviving Person but, in connection with the 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, or (d) shall effect a capital reorganization or reclassification of the Common Stock Shares (other than a capital reorganization or Other Securities reclassification 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 the such transaction, shall be entitled to receive (at the aggregate Warrant 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 the such consummation), in lieu of the Common Stock or Other Securities Shares issuable upon such exercise prior to the such consummation, the greatest highest amount of securities, cash or other property to which the such holder would actually have been entitled as a stockholder shareholder upon such consummation if the such holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) Option immediately prior thereto, subject thereto (determined without regard to adjustments (subsequent to whether the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereofOption is exercisable at such time).

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company after the date hereof CJI (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation following the of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company CJI and the Company CJI shall be the continuing or surviving Person but, in connection with the such consolidation or merger, the Common Stock (or Other Securities 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 Securities) (other than a capital reorganization or reclassification resulting in the issue of additional shares of Common Stock for which adjustment in the Conversion Price is provided in Section 1.4 hereof), then, and in the case of each such transactioncase, proper provision provisions shall be made so that, upon the basis and the terms and in the manner provided in this WarrantAgreement, the holder of this WarrantHolder, upon the exercise hereof conversion of any Note at any time after the consummation of the transactionsuch consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Warrant Conversion Price in effect at the time of such consummation for all Common Stock (or Other Securities Securities) issuable upon exercise such conversion immediately prior to the such consummation), in lieu of the Common Stock (or Other Securities Securities) issuable upon exercise such conversion prior to the such consummation, the greatest amount of stock and other securities, cash or other and property to which the holder Holder would actually have been entitled as a stockholder upon such consummation if the holder Holder had exercised converted the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) Note immediately prior thereto, subject to adjustments (subsequent to the consummationsuch corporate action) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 1.4 through 1.6 hereof. Nothing contained in this Section 1.7 or otherwise herein shall be deemed to authorize CJI or the Company to enter into any transaction not otherwise permitted by this Agreement.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the of such consolidation or merger, or (bB) 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 the 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, or (dD) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (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 the such transaction, shall be entitled to receive (at the aggregate Warrant Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest highest amount of securities, cash or other property to which the such holder would actually have been entitled as a stockholder shareholder upon such consummation if the such holder had exercised the rights represented by this Warrant (to the extent then exercisable pursuant to Section 1) immediately prior thereto, subject to adjustments (subsequent to the such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereofsections 2 through 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case 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 following the 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 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 thenSecurities, 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 the such transaction, shall be entitled to receive (at the aggregate Warrant Exercise Price in effect at the time of such consummation for all Common Stock or Other Securities issuable upon such exercise immediately prior to the such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to the such consummation, the greatest amount of securities, cash or other property to which the such holder would actually have been entitled as a stockholder shareholder upon such consummation if the such holder had exercised the rights represented by this the Warrant (to the extent then exercisable pursuant to Section 1) Certificate held by it immediately prior thereto, subject to adjustments (subsequent to the consummation) as nearly equivalent as possible to the adjustments provided for in Sections 4 and 5 hereof.