Common use of Adjustments for Consolidation, Merger Clause in Contracts

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- Reorganization, etc. In case the Company (i) consolidates with or merges into -------------------- any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (ii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other corporation, or (iv) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- Reorganization, etc. In case the Company after the date hereof ------------------------------------ (ia) consolidates shall consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (iib) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iiic) transfers shall sell, lease or transfer or otherwise dispose of all or substantially all of its properties and or assets to any other corporationPerson and thereafter shall be dissolved, or (ivd) effects shall effect a capital reorganization or reclassification (other than a reclassification described in Section 2.4 or 2.6) of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect at the time of such consummation for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets and property to which such holder would have been entitled upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in section 2 and this Section)section 3.

Adjustments for Consolidation, Merger. Sale of AssetsSALE OF ASSETS, ------------------------------------------------------- Reorganization------------------------------------------------------ REORGANIZATION, etcETC. In case the Company after the date hereof (ia) consolidates shall ------------------- consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (iib) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iiic) transfers shall transfer all or substantially all of its properties and or assets to any other corporationPerson, or (ivd) effects shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital stock reorganization or reclassification resulting in the issue of the Company in such a way that holders Additional Shares of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to for which adjustment in the Purchase Price is provided in Section 3.2.1 or in exchange for Common Stock3.2.2), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered HolderHolder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction (unless the Company has given notice to the Holder that the Company has elected to accelerate the Expiration Date as set forth in clause (ii) of the introductory paragraph to this Warrant), shall be entitled to receive (at the aggregate Exercise Purchase Price in effect at the time of such consummation for all shares of Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other amount of securities, cash and/or assets or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if the Registered such Holder had so exercised this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section)Sections 3 through 5.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------ Reorganization, etc. In case the Company after the date hereof (ia) consolidates shall ------------------- consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (iib) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Non-Voting Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iiic) transfers shall transfer all or substantially all of its properties and or assets to any other corporation, Person or (ivd) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Non-Voting Common Stock), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all shares of Non-Voting Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transactionconsummation), in lieu of shares of Non-Voting Common Stock issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant immediately prior thereto (subject thereto. The Company shall not effect any transaction pursuant to adjustments subsequent to such corporate action as nearly equivalent as possible Section 4.5 hereof unless, prior to the adjustments provided for consummation thereof. the successor entity (if other than the Company) resulting from such transaction (including a purchaser of all or substantially all the Company's assets) assumes by written instrument the obligation to deliver to each Warrantholder such shares of stock, securities or assets as, in this Section)accordance with the foregoing provisions, such Warrantholder may be entitled to acquire upon exercise of Warrants.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------ Reorganization, etc. -------------------- (i) In case the Company after the date hereof (iA) consolidates shall consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (iiB) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iiiC) transfers shall transfer all or substantially all of its properties and or assets to any other corporation, Person or (ivD) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to (other than a capital reorganization or reclassification for which adjustment in exchange for Common Stockthe Exercise Price is provided in subparagraph 3(a) or subparagraph 3(b)), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered Holder, Holder of this Warrant shall be entitled upon the exercise of this Warrant hereof at any time after the consummation of such consolidationtransaction, mergerto the extent this Warrant is not exercised prior to such transaction, transferor is redeemed in connection with such transaction, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares at the time immediately prior to the consummation of such transaction in lieu of the Common Stock issuable upon such exercise immediately of this Warrant prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, transaction the stock and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon the consummation of such consummation transaction if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in this Sectionparagraph 3. (ii) Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in clauses (a) through (d) of the above subparagraph (i) unless, prior to the consummation thereof, the surviving Person (if other than the Company) in any merger or consolidation described in such clauses, each Person which is to acquire the Company's assets in any transaction described in clause (c) above, and each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein, shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this paragraph (c), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this paragraph 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. (iii) In case any of the transactions described in clauses (A) through (C) of subparagraph (i) shall be proposed to be effected (any such transaction a "Merger Triggering Event"), the Holder of this ----------------------- Warrant may, and the Company agrees that as a condition to the consummation of any such Merger Triggering Event the Company shall secure the right of such Holder to, sell this Warrant (or, at such Holder's election, a portion thereof) to the Person continuing after or surviving such Merger Triggering Event, or the Company (if the Company is the continuing or surviving Person), simultaneously with, the effective date or closing of such Merger Triggering Event, at a sale price equal to the amount of cash, property and/or the number of shares of Common Stock or other securities to which a holder of the number of shares of Common Stock which would otherwise have been deliverable upon the exercise of this Warrant or the portion hereof redeemed would have been entitled upon the effective date or closing of such Merger Triggering Event (the "Transaction Consideration"), ------------------------- less the amount or portion of such Transaction Consideration having a fair value equal to the aggregate Exercise Price applicable to this Warrant or the portion hereof so sold. In the event that the Holder of this Warrant exercises its rights under this subparagraph (iii) to sell this Warrant (or a portion thereof) simultaneously with the effective date or closing of any such Merger Triggering Event, the Company shall not effect any such Merger Triggering Event unless upon or prior to the consummation thereof such amounts of cash, property, Common Stock, or other securities are delivered to the Holder of this Warrant.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- Reorganization------------------------------------------------------ Reorganizations, etc. In case the event the Company after the date hereof (ia) consolidates shall -------------------- consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of merger, or merger or (iib) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is or Other Securities shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assets, property or (iiic) transfers shall transfer all or substantially all of its properties and or assets to any other corporation, Person or (ivd) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, Other Securities then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered Holderholder of this Warrant, upon the exercise of this Warrant hereof at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassificationtransaction, shall be entitled to receive (at the aggregate Exercise Warrant Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to effective at the time of such transaction), consummation but with appropriate adjustments to reflect the terms of such transaction in lieu of shares of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the stock and other greatest amount of securities, cash and/or assets or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised the Registered Holder had so exercised rights represented by this Warrant for the full Warrant Coverage Amount immediately prior thereto (in accordance with the terms hereof, subject to adjustments (subsequent to such corporate action consummation) as nearly equivalent as possible to the adjustments provided for in this Section); 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 this Section.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- Reorganization, --------------------------------------------------------------------- etc. In case the Company (i) consolidates with or merges into -------------------- any other --- corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (ii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock of the Company is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other corporation, or (iv) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (fc), the Registered Holder, upon the exercise of this Warrant the Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to of the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise Warrants prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant such Warrants immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 11). Notwithstanding the foregoing, in the event that a definitive agreement (a "Sale Agreement") is executed with respect to an all cash transaction involving (i) either a merger or consolidation of the Company with and into another corporation or (ii) the sale of all or substantially all of the outstanding shares of Common Stock of the Company, the Company shall have the right, on three (3) days prior written notice to the Holder, to pay or cause to be paid to the Holder on or immediately prior to the closing date of the transactions under the Sale Agreement in full and complete satisfaction and cancellation of the Warrants, an amount in cash equal to (A) the product of (x) the price per share of Common Stock payable to the holders of Common Stock under the Sale Agreement and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date minus (B) the product of (x) the Exercise Price in effect at such date and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- Reorganization, etc. In case the event the Company (i) consolidates with or merges into -------------------- any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation of or merger, or (ii) permits any other corporation or entity to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the shares of Common Stock is are changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iii) transfers all or substantially all of its properties and assets or assets, directly or indirectly, to any other corporation, corporation or entity (iv) effects other than to a capital reorganization or reclassification of the capital stock wholly owned Subsidiary of the Company in if such a way that holders Subsidiary remains wholly owned by the Company after such transfer or any other transaction or series of Common Stock shall be entitled transactions related to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stocksuch transfer), then, and in each such caseevent, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection Section 4.4 (fbut subject to prior reduction under Section 1.2 and (for the avoidance of doubt) not in the case of cancellation under Section 1.3), the Registered each Holder, upon the any exercise of this Warrant at any time after the consummation of such consolidation, merger, merger or transfer, reorganization or reclassification, shall be entitled to receive (at receive, in lieu of the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such any exercise prior to such consummation, the stock and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant its Warrants immediately prior thereto to such consummation (or, if applicable, any record date with respect to such transaction), subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in this Section).Article 4. Notwithstanding anything contained herein to the contrary, (A) the Company will not effect any of the transactions described in clauses (i) through (iii) of this Section 4.4 unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------ Reorganization, etc. -------------------- (i) In case the Company after the date hereof (iA) consolidates shall consolidate with or merges merge into -------------------- any other corporation Person and is shall not be the continuing or surviving corporation of such consolidation of or merger, or (iiB) permits shall permit any other corporation Person to consolidate with or merge into the Company and the Company is shall be the continuing or surviving corporation Person but, in connection with such consolidation or merger, the Common Stock is shall be changed into or exchanged for stock or other securities of any other corporation Person or cash or any other assetsproperty, or (iiiC) transfers shall transfer all or substantially all of its properties and or assets to any other corporation, Person or (ivD) effects shall effect a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to (other than a capital reorganization or reclassification for which adjustment in exchange for Common Stockthe Exercise Price is provided in subparagraph 3(a) or subparagraph 3(b)), then, and in the case of each such casetransaction, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f)Warrant, the Registered Holder, Holder of this Warrant shall be entitled (x) upon the exercise of this Warrant hereof at any time after the consummation of such consolidationtransaction, mergerto the extent this Warrant is not exercised prior to such transaction, transferor is redeemed in connection with such transaction, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares at the time immediately prior to the consummation of such transaction in lieu of the Common Stock issuable upon such exercise immediately of this Warrant prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, transaction the stock and other securities, cash and/or assets and property to which such holder Holder would have been entitled upon the consummation of such consummation transaction if the Registered such Holder had so exercised the rights represented by this Warrant immediately prior thereto (thereto, subject to adjustments (subsequent to such corporate action action) as nearly equivalent as possible to the adjustments provided for in this Sectionparagraph 3 or (y) to sell this Warrant (or, at such Holder's election, a portion thereof) to the Person continuing after or surviving such event specified in clauses (A) through (D) above, 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 the number of shares of Common Stock or other 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 or the portion hereof redeemed would have been entitled upon the effective date or closing of any such event specified in clauses (A) through (D) above (the "Event Consideration"), less the amount or ------------------- portion of such Event Consideration having a fair value equal to the aggregate Exercise Price applicable to this Warrant or the portion hereof so sold. (ii) Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in clauses (A) through (D) of the above subparagraph (i) unless, prior to the consummation thereof, the surviving Person (if other than the Company) in any merger or consolidation described in such clauses, each Person which is to acquire the Company's assets in any transaction described in clause (c) above, and each Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein, shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (A) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and, if requested by the Holder, shall not release the Company from, any continuing obligations of the Company under this Warrant) and (B) the obligation to deliver to such Holder such shares of stock, securities, cash or, property as, in accordance with the foregoing provisions of this paragraph (c), such Holder shall be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this paragraph 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. (iii) In case any of the transactions described in clauses (A) through (D) of subparagraph (i) shall be proposed to be effected (any such transaction a "Merger Triggering Event"), the Holder of this ----------------------- Warrant may, and the Company agrees that as a condition to the consummation of any such Merger Triggering Event, the Company shall secure the right of such Holder to, sell this Warrant (or, at such Holder's election, a portion thereof) to the Person continuing after or surviving such Merger Triggering Event, or the Company (if the Company is the continuing or surviving Person), simultaneously with, the effective date or closing of such Merger Triggering Event, at a sale price equal to the amount of cash, property and/or the number of shares of Common Stock or other securities to which a holder of the number of shares of Common Stock which would otherwise have been deliverable upon the exercise of this Warrant or the portion hereof redeemed would have been entitled upon the effective date or closing of such Merger Triggering Event (the "Transaction Consideration"), ------------------------- less the amount or portion of such Transaction Consideration having a fair value equal to the aggregate Exercise Price applicable to this Warrant or the portion hereof so sold. In the event that the Holder of this Warrant exercises its rights under this subparagraph (iii) to sell this Warrant (or a portion thereof) simultaneously with the effective date or closing of any such Merger Triggering Event, the Company shall not effect any such Merger Triggering Event unless upon or prior to the consummation thereof such amounts of cash, property, Common Stock, or other securities are delivered to the Holder of this Warrant. Not less than twenty (20) days' prior notice of any Merger Triggering Event shall be given to the Holder of this Warrant in accordance with paragraph 4.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------ Reorganization, etc. In case the Company (i) consolidates with or merges into -------------------- ------------------- any other corporation and is not the continuing or surviving corporation of such consolidation of or merger, or (ii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock of the Company is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other corporation, or (iv) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (fc), the Registered Holder, upon the exercise of this Warrant the Warrants at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to of the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise Warrants prior to such consummation, the stock and other securities, cash and/or and assets to which such holder Holder would have been entitled upon such consummation if the Registered such Holder had so exercised this Warrant such Warrants immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this SectionSection 11). Notwithstanding the foregoing, in the event that a definitive agreement (a "Sale Agreement") is executed with respect to an all cash transaction involving (i) either a merger or consolidation of the Company with and into another corporation or (ii) the sale of all or substantially all of the outstanding shares of Common Stock of the Company, the Company shall have the right, on three (3) days prior written notice to the Holder, to pay or cause to be paid to the Holder on or immediately prior to the closing date of the transactions under the Sale Agreement in full and complete satisfaction and cancellation of the Warrants, an amount in cash equal to (A) the product of (x) the price per share of Common Stock payable to the holders of Common Stock under the Sale Agreement and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date minus (B) the product of (x) the Exercise Price in effect at such date and (y) the number of shares of Common Stock issuable upon exercise of the Warrants on such date.

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------------ Reorganization, etc. In case the Company (ia) consolidates with or merges into -------------------- -------------- any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (iib) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iiic) transfers all or substantially all of its properties and assets to any other corporation, or (ivd) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

Adjustments for Consolidation, Merger. Sale of Assets, ------------------------------------------------------- ------------------------------------------------------------ Reorganization, etc. In case the Company (i) consolidates with or merges into -------------------- any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (ii) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (iii) transfers all or substantially all of its properties and assets to any other corporation, or (iv) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection (f), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).