Adjustments to Securities. If and while the Note is outstanding, there is a reclassification of the Securities or a capital reorganization of Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity other than the Qualifying Transaction; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation, the Purchaser, to the extent that it has not exercised its right of conversion or the conversion has not automatically occurred, as applicable, as provided for in this Section 4.3 prior to the effective time of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Securities then sought to be acquired by it, the kind and number of shares or other securities or property of the Corporation or of the Person or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such sale or conveyance may be made or which holders of Securities receive or are entitled to receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Purchaser would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or at the effective time thereof, as the case may be, the Purchaser had been the registered holder of the number of Securities sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right. To the extent that the Purchaser has not exercised its right of conversion or the conversion has not automatically occurred, the Corporation shall not effect any such consolidation, amalgamation, arrangement or merger, sale or conveyance or similar transaction unless, before the consummation thereof, the successor Person (if other than the Corporation) resulting from such transaction, shall, contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolutio...
Adjustments to Securities. In the event that, as a result of issuances of shares of Common Stock to Xxxxxx Xxxxxxxx and Xxxx Xxxxxx (the "Settlement Shares") in resolution or settlement of their respective disputes with the Company as more fully described in the Schedule of Exceptions attached hereto, the sum of (a) the number of shares of Common Stock outstanding or subject to outstanding options under the Option Plan (as defined in Section 2.2) as of the Closing Date and (b) the number of Settlement Shares (the "Adjusted Total") exceeds 30,146,510 shares (the "Assumed Total"), then the Company shall issue to the Investor an additional number of shares of Common Stock and Warrants for additional shares of Common Stock equal to the product of (x) _____% and (y) the difference between (i) the Adjusted Total and (ii) the Assumed Total (the "Adjustment Shares"). The number of shares of Common Stock issued to the Investor under this Section 1.4 shall be the pro rata portion of the Adjustment Shares equal to the relationship between the number of Shares and the total number of Shares and shares of Common Stock subject to the Warrants. The number of shares of Common Stock subject to each of the Warrants shall be increased by the pro rata portion of the Adjustment Shares equal to the relationship between the number of shares of Common Stock subject to each such Warrant and the total number of Shares and shares of Common Stock subject to the Warrants.
