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

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof the Company shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, 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 Warrant Shares shall be changed into or exchanged for cash or securities of any other Person or any other property, Transfer all or substantially all of its properties or assets to any other Person or effect a capital reorganization or reclassification of the Warrant Shares and/or its Equity Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 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, upon the exercise of this Warrant at any time after the consummation of such transaction, shall be entitled to receive (after giving effect to the payment of the Per Share Warrant Exercise Price), in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the greatest amount of cash, securities or other property to which the Holder would actually have been entitled as an equity holder upon such consummation if the 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, 3 and 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof the Company shall (a) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, (b) 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 Warrant Shares shall be changed into or exchanged for cash or securities of any other Person or any other property, (c) Transfer all or substantially all of its properties or assets to any other Person or (d) effect a capital reorganization or reclassification of the Warrant Shares and/or its Equity Securities or a conversion to a new domicile (other than each such transaction, a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 2.2“Fundamental Transaction”), then, and in the case of each such transactionFundamental Transaction, proper provision shall be made so that upon the basis and the terms and in the manner provided in this Warrant, the Holder, upon the exercise of this Warrant at any time after the consummation of such transactionFundamental Transaction, shall be entitled to receive (after giving effect to the payment of the Per Share Warrant Exercise Price), in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the greatest amount of cash, securities or other property to which the Holder would actually have been entitled as an equity holder upon such consummation if the 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, 3 and 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof hereof, at any time while this Warrant is outstanding, the Company (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 Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Warrant Shares and/or shares of Common Stock shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other property, Transfer (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 Warrant Shares and/or its Equity Securities or a conversion to a new domicile the Common Stock (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in to the Per Share Anti-Dilution Warrant Exercise Price is provided in Section 2.2) (together, a “Fundamental Transaction”), then, and in the case of each such transactionFundamental Transaction, proper provision notice shall be made so that upon given to the basis Holder at least ten (10) days prior to consummation of such Fundamental Transaction, and the terms and Holder shall be given the opportunity to exercise this Warrant in whole or in part on a Cashless Exercise basis. If the manner provided in this Warrant, the Holder, upon the Holder chooses to exercise of this Warrant at any time after prior to the consummation of such transactionFundamental Transaction, the Holder shall be entitled to receive (after giving effect to at the payment of the Per Share aggregate Warrant Exercise PricePrice in effect at the time of such exercise for all Warrant Shares issuable upon such exercise immediately before such consummation), in lieu of the Warrant Shares issuable upon such exercise prior to before such consummation, the greatest amount of cashsecurities, securities cash or other property to which the such Holder would actually have been entitled as an equity holder upon consummation of the Fundamental Transaction if such consummation if the 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, 3 and 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof and prior to the expiration date of the Warrant and prior to its exercise or redemption in full, the Company shall (a) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, (b) 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 Warrant Shares shall be changed into or exchanged for cash or securities of any other Person or any other property, (c) Transfer all or substantially all of its properties or assets to any other Person or (d) effect a capital reorganization or reclassification of the Warrant Shares and/or its Equity Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 2.2)Securities, then, and in the case of each such transaction, other than, with respect to each of the events under (a)-(d), if such event is in connection with an Asset Transfer or an Acquisition (each as defined in the COI), proper provision shall be made so that upon the basis and the terms and in the manner provided in this Warrant, the Holder, upon the exercise of this Warrant at any time after the consummation of such transaction, shall be entitled to receive (after giving effect to the payment of the Per Share aggregate Warrant Exercise PricePrice in effect at the time of such consummation for all Warrant Shares issuable upon such exercise immediately prior to such consummation), in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the greatest amount of cash, securities or other property to which the Holder would actually have been entitled as an equity holder upon such consummation if the 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, 3 2 and 43.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If In the event the Company after the date hereof the Company (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, 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 Warrant Shares Common Stock or Other Securities shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other property, Transfer 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 Warrant Shares and/or its Equity Common Stock or Other Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 2.2), then, and in the case of each such transaction, proper provision shall be made so that that, upon the basis and the terms and in the manner provided in this Warrant, the Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving effect at the aggregate Warrant Price effective at the time of such consummation but with appropriate adjustments to reflect the payment terms of the Per Share Warrant Exercise Price), such transaction in lieu of the Warrant Shares Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of cashsecurities, securities cash or other property to which the Holder such holder would actually have been entitled as an equity holder a shareholder upon such consummation if the Holder such holder had exercised the rights represented by this Warrant for the full Warrant Coverage Amount immediately prior theretothereto in accordance with the terms hereof, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2this Section; provided, 3 however, that if a purchase, tender or exchange offer shall have been made to and 4accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, then the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof the Company shall (a) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, (b) 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 Warrant Shares shall be changed into or exchanged for cash or securities of any other Person or any other property, (c) Transfer all or substantially all of its properties or assets to any other Person or (d) effect a capital reorganization or reclassification of the Warrant Shares and/or its Equity Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 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, upon the exercise of this Warrant at any time after the consummation of such transaction, shall be entitled to receive (after giving effect to the payment of the Per Share Warrant Exercise Price), in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the greatest amount of cash, securities or other property to which the Holder would actually have been entitled as an equity holder upon such consummation if the 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, 3 and 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If In the event the Company, on or after the date hereof the Company Signing Date, (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 Warrant Common Shares or Other Securities shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other property, Transfer 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 Warrant Common Shares and/or its Equity or Other Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Exercise Price is provided in Section 2.22.2.1 hereof), then, and in the case of each such transaction, proper provision shall be made so that that, upon the basis and the terms and in the manner provided in this WarrantRight, the HolderHolder of this Right, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving at the aggregate Exercise Price in effect at the time of such consummation for all Common Shares or Other Securities issuable upon such exercise immediately prior to the payment of the Per Share Warrant Exercise Pricesuch consummation), in lieu of the Warrant Common Shares or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of cashsecurities, securities cash or other property to which the such Holder would actually have been entitled as an equity holder a shareholder upon such consummation if the such Holder had exercised the rights represented by this Warrant Right immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 2, 2 and 3 and 4hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If In the event Holdings after the date hereof the Company (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 Holdings and the Company Holdings shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Warrant Shares Common Stock or Other Securities shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other propertyProperty, Transfer 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 Warrant Shares and/or its Equity Common Stock or Other Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Shares of Common Shares Stock for which adjustment in the Per Share Anti-Dilution Warrant Price is provided in Section 2.22.2.1 or 2.2.2 hereof), 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 Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving 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 payment of the Per Share Warrant Exercise Pricesuch consummation), in lieu of the Warrant Shares Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of cashsecurities, securities cash or other property to which the Holder such holder would actually have been entitled as an equity holder a shareholder upon such consummation if the Holder 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, 3 and 44 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to Holdings on or before the date immediately preceding the date of the consummation of such transaction, then the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If In the event the Company after the date hereof the Company (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 Warrant Shares Common Stock or Other Securities shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other propertyProperty, Transfer 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 Warrant Shares and/or its Equity Common Stock or Other Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Shares of Common Shares Stock for which adjustment in the Per Share Anti-Dilution Warrant Price is provided in Section 2.22.2.1 or 2.2.2 hereof), then, and in the case of each such transaction, proper provision shall be made so that that, upon the basis and the terms and in the manner provided in this Warrant, the Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving 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 payment of the Per Share Warrant Exercise Pricesuch consummation), in lieu of the Warrant Shares Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of cashsecurities, securities cash or other property to which the Holder such holder would actually have been entitled as an equity holder a shareholder upon such consummation if the Holder 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, 3 and 44 hereof; provided, however, that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock, and if the holder of such Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, then the holder of such Warrants shall be entitled to receive the greatest amount of securities, cash or other property to which such holder would actually have been entitled as a shareholder if the holder of such Warrants had exercised such Warrants prior to the expiration of such purchase, tender or exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in Sections 2, 3 and 4 hereof.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof the Company (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 Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Warrant Shares and/or Common Stock shall be changed into or exchanged for cash or securities cash, Capital Stock of any other Person or any other property, (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 Warrant Shares and/or its Equity Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Price is provided in Section 2.2)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, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving effect to the payment of the Per Share aggregate Warrant Exercise PricePrice in effect at the time of such consummation for all Warrant Shares issuable upon such exercise immediately prior to such consummation), in lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the greatest amount of cash, securities Capital Stock or other property to which the such Holder would actually have been entitled as an equity holder upon such consummation if the 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, 3 and 4.

Adjustments for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If In the event the Company, on or after the date hereof the Company Signing Date, (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 Warrant Common Shares or Other Securities shall be changed into or exchanged for cash stock or other securities of any other Person or cash or any other property, Transfer 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 Warrant Common Shares and/or its Equity or Other Securities or a conversion to a new domicile (other than a capital reorganization or reclassification to the extent that such capital reorganization or reclassification results in the issuance of Additional Common Shares for which adjustment in the Per Share Anti-Dilution Warrant Price is provided in Section 2.22.2.1 or 2.2.2 hereof), then, and in the case of each such transaction, proper provision shall be made so that that, upon the basis and the terms and in the manner provided in this Warrant, the HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such transaction, shall be entitled to receive (after giving at the aggregate Warrant Price in effect at the time of such consummation for all Common Shares or Other Securities issuable upon such exercise immediately prior to the payment of the Per Share Warrant Exercise Pricesuch consummation), in lieu of the Warrant Common Shares or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of cashsecurities, securities cash or other property to which the such Holder would actually have been entitled as an equity holder a shareholder upon such consummation if the 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, 3 and 44 hereof.