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

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case the Company after the date hereof (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) 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 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 (iii) shall transfer all or substantially all of its properties or assets to any other Person, or (iv) 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 of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate 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 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 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. (b) If the Company undertakes a consolidation or merger with or into another corporation, a reverse triangular merger or any other transaction or series of related

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case the Company after the date hereof (i) shall consolidate with or merge into If at any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other Person to consolidate with or merge into the Company and time the Company shall be the continuing or surviving Person but, in connection with such consolidation or a party to any transaction (including without limitation a merger, consolidation, sale of all or substantially all of the Company's assets or recapitalization of the Common Stock) in which the previously outstanding Common Stock or Other Securities shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of any another company or interests in a noncorporate entity or other Person or cash property (including cash) or any other property, or (iii) shall transfer all or substantially all combination of its properties or assets to any other Person, or (iv) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities foregoing (other than a capital reorganization or reclassification resulting in each such transaction being hereinafter referred to as the issue of Additional Shares of Common Stock for which adjustment in "Transaction," the Purchase Price is provided in Section 3.2.1 or 3.2.2), then, and Company (in the case of a recapitalization of the Common Stock) or such other company or entity (in each such transactionother case) being hereinafter referred to as the "Acquiring Company," and the common stock (or equivalent equity interests) of the Acquiring Company being hereinafter referred to as the "Acquirer's Stock"), proper provision then as a condition to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and the terms and in the manner provided in this WarrantSection 2.5, the Holder holder of this WarrantNote, upon the exercise hereof conversion thereof at any time after the consummation of such transactionthe Transaction, shall be entitled to receive (at the aggregate 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)receive, in lieu of the Common Stock or Other Securities issuable upon such exercise conversion prior to such consummation, consummation the highest amount of stock and other securities, cash or other and property to which such Holder the holder would actually have been entitled as a shareholder upon such the consummation of the Transaction if such Holder the holder had exercised converted this Warrant Note immediately prior thereto, thereto (subject to adjustments from and after the date of the consummation of the Transaction (subsequent to such consummationthe "Consummation Date") as nearly equivalent as possible to the adjustments provided for in Sections 3 through 5Section 2.4 and this Section 2.5). (b) If the Company undertakes a consolidation or merger with or into another corporation, a reverse triangular merger or any other transaction or series of related

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. In case CJI (a) In case the Company after the date hereof (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (iib) 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 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 (iiic) shall transfer all or substantially all of its properties or assets to any other Person, or (ivd) 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 additional shares of Common Stock for which adjustment in the Purchase Conversion Price is provided in Section 3.2.1 or 3.2.21.4 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 such transactionconsolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Purchase Conversion Price in effect at the time of such consummation for all Common Stock (or Other Securities Securities) issuable upon such exercise conversion immediately prior to such consummation), in lieu of the Common Stock (or Other Securities Securities) issuable upon such exercise conversion prior to such consummation, the highest amount of stock and other securities, cash or other and property to which such the Holder would actually have been entitled as a shareholder upon such consummation if such the Holder had exercised this Warrant converted the Note immediately prior thereto, subject to adjustments (subsequent to such consummationcorporate action) as nearly equivalent as possible to the adjustments provided for in Sections 3 1.4 through 5. (b) If 1.6 hereof. Nothing contained in this Section 1.7 or otherwise herein shall be deemed to authorize CJI or the Company undertakes a consolidation or merger with or to enter into another corporation, a reverse triangular merger or any other transaction or series of relatednot otherwise permitted by this Agreement.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case the Company after the date hereof shall (ia) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (iib) 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 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 (iiic) shall transfer all or substantially all of its properties or assets to any other PersonPerson in one or more related transactions, or (ivd) 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 6.2 or 3.2.2Section 6.3), 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 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 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 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 5Section 6. (b) If the Company undertakes a consolidation or merger with or into another corporation, a reverse triangular merger or any other transaction or series of related