Common use of Assumption of Obligations Clause in Contracts

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that may be required to deliver any cash, securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the Holder such cash, securities or other property as, in accordance with the foregoing provisions of this Section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including all of the provisions of this Section 3) shall be applicable to the cash, securities or other property that such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant Agreement to the contrary, the Company will shall not effect any of the transactions described in Section 3.1 9.1(a), (b), (c) or (d) unless, prior to the consummation thereof, each Person the person (other than the Company) that may be required to deliver any cash, stock or other securities or other property upon the exercise of this any Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the HolderHolders of the Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of any such transaction, such assumption shall be in addition to, and shall not release the Company from, from any continuing obligations of the Company under this WarrantWarrant Agreement and the Warrants) and (b) the obligation to deliver to the such Holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section 3, the as such Holder may be entitled to receivereceive in accordance with the provisions of this Section 9; provided, and however, that this Section 9.2 shall not be applicable to any transaction described in Section 9.1 if all such Person shall have similarly cash, stock, property or other consideration receivable upon consummation of such transaction is delivered to the Holder Company at such time. Such person shall similarly deliver to the Company an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating effect that this Warrant Agreement and the Warrants shall thereafter continue in full force and effect after any such transaction and that the terms hereof (including including, without limitation all of the provisions of Section 8 and this Section 39.2) and thereof shall be applicable to the cash, stock or other securities or other property that such Person person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant heretoWarrants.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will Corporation shall not effect any of the transactions described in clauses (a) through (d) of Section 3.1 4.1 unless, prior to the consummation thereof, each Person (other than the CompanyCorporation) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the HolderHolder of this Warrant, (a) the obligations of the Company Corporation under this Warrant (and if the Company Corporation shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Corporation from, any continuing obligations of the Company Corporation under this Warrant) ), and (b) the obligation to deliver to the Holder such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 34, the Holder may be entitled to receive, receive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 34) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant Option to the contrary, the Company LVDGT will not effect any of the transactions described in subdivision (a) through (d) of Section 3.1 4.1 unless, prior to the consummation thereof, each Person (other than the CompanyLVDGT) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant Option as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder of this Option, (a) the obligations of the Company LVDGT under this Warrant Option (and if the Company LVDGT shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company LVDGT from, any continuing obligations of the Company LVDGT under this Warrant) Option), and (b) the obligation to deliver to the Holder such cashholder such shares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 34, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant Option shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 34) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant Option or the exercise of any rights pursuant hereto.

Assumption of Obligations. 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 Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the such Holder such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 3, the such Holder may be entitled to receive, and such Person shall have similarly delivered to the such Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by this Warrant.

Assumption of Obligations. Notwithstanding anything contained in this the Warrant to the contrary, the Company will shall not effect any of the transactions described in clauses (a) through (d) of Section 3.1 6.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and in form and substance reasonably satisfactory to, the Holder, (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 the Holder such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 36, the Holder may be entitled to receive, receive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 36) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the Merger Agreement to the contrary, the Company will not effect any of the transactions described in subdivisions (a) through (d) of Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cash, stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder 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 the Holder such holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of Section 2 and this Section 3) shall be applicable to the cash, stock or other securities or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that may be required to deliver any cash, securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the Holder such cash, securities or other property as, in accordance with the foregoing provisions of this Section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including all of the provisions of this Section 3) shall be applicable to the cash, securities or other property that such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction requiring the consent of the Purchaser or any of its Affiliates (or any other Holder) in any Transaction Document.

Assumption of Obligations. Notwithstanding anything contained in this Warrant Agreement to the contrary, the Company will shall not effect any of the transactions described in clauses (a) through (d) of Section 3.1 4.01 unless, prior to the consummation thereof, each Person person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant any Warrant, as provided herein herein, shall assume, by written instrument delivered to, and reasonably satisfactory to, to each of the HolderHolders, (a) the obligations of the Company under this Warrant Agreement (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 WarrantAgreement), (b) the obligations of the Company under the Registration Rights Agreement and (bc) the obligation to deliver to the Holder Holders such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 3Article IV, the Holder Holders may be entitled to receive, receive and such Person person shall have similarly delivered to the Holder Holders an opinion of counsel for such Personperson, which counsel and opinion shall be reasonably satisfactory to a Majority of the HolderHolders, stating that this Warrant Agreement shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 3Article IV) shall be applicable to the cashstock, securities securities, cash or other property that which such Person person may be required to deliver upon any exercise of this Warrant the Warrants or the exercise of any rights pursuant heretohereto or thereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in Section clauses (a) through (d) of section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder 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 the Holder such cashholder such shares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in ------------------------- this Warrant to the contrary, the Company will not effect any of the transactions described in Section clauses (a) through (d) of section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the Holder such cashshares of stock, securities - securities, cash or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in Section clauses (a) through (d) of section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the Holder such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the DTN Agreement to the contrary, the Company will not effect any of the transactions described in subdivisions (a), (b) or (d) of Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cash, stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder 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 the Holder such holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of Section 2 and this Section 3) shall be applicable to the cash, stock or other securities or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in Section subdivisions (a) through (d) of section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cash, stock or other securities or other property upon the exercise of this Warrant as provided herein shall assumehave delivered to the holder of this Warrant an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that such Person shall have assumed, either by written an instrument in writing delivered to, and reasonably satisfactory to, the Holderholder of this Warrant, (a) or by operation of law, 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 (bii) the obligation to deliver to the Holder such holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion . Nothing in this section 3 or in section 7 shall be reasonably satisfactory deemed to authorize the Holder, stating that this Warrant shall thereafter continue in full force and effect and Company to enter into any transaction not otherwise permitted by the terms hereof (including all of the provisions of this Section 3) shall be applicable to the cash, securities or other property that such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant heretoPurchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant Agreement to the contrary, the Company will shall not effect any of the transactions described in Section 3.1 9.1(a), (b), (c) or (d) unless, prior to the consummation thereof, each Person the person (other than the Company) that may be required to deliver any cash, stock or other securities or other property upon the exercise of this any Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the HolderHolder(s) of the Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of any such transaction, such assumption shall be in addition to, and shall not release the Company from, from any continuing obligations of the Company under this WarrantWarrant Agreement and the Warrants) and (b) the obligation to deliver to the such Holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section 3, the as such Holder may be entitled to receivereceive in accordance with the provisions of this Section 9; provided, and however, that this Section 9.2 shall not be applicable to any transaction described in Section 9.1 if all such Person shall have similarly cash, stock, property or other consideration receivable upon consummation of such transaction is delivered to the Holder Company at such time. Such person shall similarly deliver to the Company an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating effect that this Warrant Agreement and the Warrants shall thereafter continue in full force and effect after any such transaction and that the terms hereof (including including, without limitation all of the provisions of Section 8 and this Section 39.2) and thereof shall be applicable to the cash, stock or other securities or other property that such Person person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant heretoWarrants.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the Note Agreement to the contrary, the Company will not effect any of the transactions described Change in Section 3.1 Control Event unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cash, stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder 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 the Holder such holder such cash, stock or other securities or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of section 2 and this Section section 3) shall be applicable to the cash, stock or other securities or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.Person

Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Agreement to the contrary, the Company will not effect any of the transactions described in clauses (a) through (d) of Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the such Holder such cashshares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section 3, the such Holder may be entitled to receive, and such Person shall have similarly delivered to the such Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Financing Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Note Purchase Agreement to the contrary, the Company will not effect any of the transactions described in Section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that may be required to deliver any cash, securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (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 the Holder such cash, securities or other property as, in accordance with the foregoing provisions of this Section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including all of the provisions of this Section 3) shall be applicable to the cash, securities or other property that such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction requiring the consent of the Purchaser or any of its Affiliates (or any other Holder) in any Transaction Document.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the Company will not effect any of the transactions described in Section clauses (a) through (d) of section 3.1 unless, prior to the consummation thereof, each Person (other than the Company) that which may be required to deliver any cashstock, securities securities, cash or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder of this Warrant, (aA) 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 (bB) the obligation to deliver to the Holder such cashholder such shares of stock, securities securities, cash or other property as, in accordance with the foregoing provisions of this Section section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section section 3) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Option to the contrary, the Company APGC will not effect any of the transactions described in subdivision (a) through (d) of Section 3.1 4.1 unless, prior to the consummation thereof, each Person (other than the CompanyAPGC) that which may be required to deliver any cashstock securities, securities cash or other property upon the exercise of this Warrant Option as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holderholder of this Option, (a) the obligations of the Company APGC under this Warrant Option (and if the Company APGC shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company APGC from, any continuing obligations of the Company APGC under this Warrant) Option), and (b) the obligation to deliver to the Holder such cashholder such shares of stock securities, securities cash or other property as, in accordance with the foregoing provisions of this Section 34, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to the Holder such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holdersuch holder, stating that this Warrant Option shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 34) shall be applicable to the cashstock, securities securities, cash or other property that which such Person may be required to deliver upon any exercise of this Warrant Option or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant to the contrary, the The Company will not effect any of the transactions described in clauses (a) through (d) of Section 3.1 hereof unless, at or prior to the consummation thereof, each Person person (other than the Company) that which may be required to deliver any cashsecurities, securities cash or other property upon the exercise of this Warrant Right as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the HolderHolder of this Right, (a) the obligations of the Company under this Warrant Right (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 Right), (b) the obligation to deliver to the such Holder such cashsecurities, securities cash or other property as, as such Holder may be entitled to receive in accordance with the foregoing provisions of this Section 3, the Holder may be entitled to receive, and such Person shall have similarly delivered to the such Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the such Holder, stating that this Warrant Right shall thereafter continue in full force and effect and the terms hereof (including including, without limitation, all of the provisions of this Section 3) shall be applicable to the cashsecurities, securities cash or other property that which such Person may be required to deliver upon any exercise of this Warrant Right or the exercise of any rights pursuant hereto. Notwithstanding the forgoing, this Section 3.2 shall not restrict the Company from consummating a Change of Control, as contemplated by Section 11.