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

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity's obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Class A Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, WarrantholderWarrant Holder, upon any permitted exercise of a Class A Warrant (as provided in Section 7)8), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Class A Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder Warrant Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Warrant Holder had exercised the Class A Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder Warrant Holder a written acknowledgment of such entity's obligations under the Class A Warrants and this Class A Warrant Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, WarrantholderWarrant holder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder Warrant holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Warrant holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder Warrant holder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7)8), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 89. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement. Upon completion by the Company of its reincorporation from Florida to Nevada, the Warrant Shares referred to herein shall be those issued by the surviving entity in such transaction.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, WarrantholderWarrant Holder, upon any permitted exercise of a each such Warrant (as provided in Section 75), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder Warrant Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Warrant Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8Section. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder Warrant Holder a written acknowledgment of such entity's obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the WarrantsOptions), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholderthe Noteholder, upon any permitted exercise of a Warrant (as provided in Section 7)an Option, at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant Option prior to such consummation, the stock or other securities or property to which such Warrantholder Noteholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Noteholder had exercised the Warrant Option immediately prior thereto, all subject to further adjustment as provided in this Section 84. The Prior to giving effect to any reorganization, consolidation, merger or conveyance, the successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder the Noteholder a written acknowledgment of such entity's ’s obligations under the Warrants Options and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to such further adjustment adjustments as provided may be required as a result of the occurrence after such consolidation or merger of the events described in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to Warrantholder a written acknowledgment of such entity's obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on upon the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, each Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall shall, upon the effectiveness of such reorganization, consolidation, merger or conveyance, duly execute and deliver to each Warrantholder a written acknowledgment of such entity's obligations under the Warrants and this Agreement. The provisions of this Section 8B shall similarly apply to successive reorganizations, consolidations, mergers or conveyances.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall be required as a condition to effectuating any such consolidation, merger, sale, transfer or other disposition to duly execute and deliver to Warrantholder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company (or any other entity, the stock or other securities of which are at the time receivable on upon the exercise of the Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, each Warrantholder, upon any permitted exercise of a Warrant (as provided in Section 7), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 8. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the Company) shall shall, upon the effectiveness of such reorganization, consolidation, merger or conveyance, duly execute and deliver to each Warrantholder a written acknowledgment of such entity's ’s obligations under the Warrants and this Agreement. The provisions of this Section 8B shall similarly apply to successive reorganizations, consolidations, mergers or conveyances.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company Corporation (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Class B Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, WarrantholderWarrant Holder, upon any permitted exercise of a each such Warrant (as provided in Section 7)8), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Class B Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder Warrant Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Warrant Holder had exercised the Class B Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 89. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the CompanyCorporation) shall duly execute and deliver to Warrantholder Warrant Holder a written acknowledgment of such entity's obligations under the Class B Warrants and this Class B Warrant Agreement.

Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company Corporation (or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Class A Warrants), consolidates with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case, WarrantholderWarrant Holder, upon any permitted exercise of a each such Warrant (as provided in Section 7)8), at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Class A Warrant prior to such consummation, the stock or other securities or property to which such Warrantholder Warrant Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance if such Warrantholder Warrant Holder had exercised the Class A Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 89. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the CompanyCorporation) shall duly execute and deliver to Warrantholder Warrant Holder a written acknowledgment of such entity's ’s obligations under the Class A Warrants and this Class A Warrant Agreement.