Common use of Adjustments for Mergers and Consolidations Clause in Contracts

Adjustments for Mergers and Consolidations. In case the Company, after the date hereof, shall merge, consolidate or otherwise engage in a recapitalization, reclassification, reorganization or business combination with another Person, then, in the case of any such transaction, proper provision shall be made so that, upon the basis and terms and in the manner provided in this Agreement, the Holders of the Warrants, upon the exercise thereof at any time after the consummation of such transaction (subject to the Expiration Date), shall be entitled to receive (at the aggregate Exercise Price in effect at the time of the transaction for all Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such Holder would have been entitled as a holder of Common Stock (or Other Securities) upon such consummation if such Holder had exercised the rights represented by the Warrants held by such Holder immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 6(a) and 6(b) above; provided, however, that each Holder, at the election of the Company, may be required at the consummation of any such transaction to receive solely cash in an amount determined reasonably and in good faith by the board of directors of the Company to equal the excess of (i) the product of (A) the value of the per share consideration to be received by the holders of the Common Stock (or Other Securities) in such transaction multiplied by (B) the number of Shares subject to the Warrants held by such Holder, over (ii) the aggregate Exercise Price payable by such Holder upon exercise in full of such Warrants, and upon consummation of such transaction the Holders shall surrender all Warrant Certificates to the Warrant Agent for cancellation.

Adjustments for Mergers and Consolidations. In case the Company, after the date hereof, shall mergemerge or consolidate with or into, consolidate or sell, assign, transfer, lease, convey or otherwise engage in a recapitalizationdispose of all or substantially all of its properties or assets to, reclassification, reorganization or business combination with another Person, then, in the case of any such transaction, proper provision shall be made so that, upon the basis and terms and in the manner provided in this Warrant Agreement, the Holders holders of the Warrants, upon the exercise thereof at any time after the consummation of such transaction (subject to the Expiration DateExercise Period, except as provided in the proviso to this Section 5.4 below), shall be entitled to receive (at the aggregate Exercise Price in effect at the time of the transaction for all New Avatex Common Stock or Other Securities issuable upon such exercise immediately prior to such consummation), in lieu of the New Avatex Common Stock or Other Securities issuable upon such exercise prior to such consummation, the greatest amount of securities, cash or other property to which such Holder holder would have been entitled as a holder of New Avatex Common Stock (or Other Securities) upon such consummation if such Holder holder had exercised the rights represented by the Warrants held by such Holder holder immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Sections 6(a) 5.1 and 6(b) above5.2 hereof; provided, however, that each Holderthat, at the election of the Company, may be required at the consummation of if any such transaction described in this Section 5.4 occurs, or the Company sells, transfers or disposes of at least 80% of its capital stock to another Person, during the Non-Exercise Period, notwithstanding anything to the contrary contained herein, the Warrants shall be deemed exercisable during the Non-Exercise Period for the purposes of this Section 5.4 and the holders shall be entitled to receive solely the securities, cash or property referred to in an amount determined reasonably and this Section 5.4, or in good faith by the board such sale of directors capital stock of the Company to equal the excess of (i) the product of (A) the value of the per share consideration to be received by the holders of the Common Stock (or Other Securities) in such transaction multiplied by (B) the number of Shares subject Corporation, to the Warrants held by such Holder, over (ii) extent they comply with the aggregate Exercise Price payable by such Holder upon exercise in full other provisions of such Warrants, and upon consummation of such transaction the Holders shall surrender all Warrant Certificates to the Warrant Agent for cancellationthis Section 5.4.