Common use of Business Combinations Clause in Contracts

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A11(a)), the Warrantholder’s right of a holder of Designated Preferred Stock to receive Shares upon exercise conversion of this Warrant the Designated Preferred Stock into Shares shall be converted into the right to exercise this Warrant convert the Designated Preferred Stock to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock Shares issuable (at the time of such Business Combination or reclassification) upon exercise conversion of this Warrant the Designated Preferred Stock immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder a holder of Designated Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right of a holder of Designated Preferred Stock to exercise this Warrant convert the Designated Preferred Stock in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise conversion of this Warrant the Designated Preferred Stock following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder a holder of Designated Preferred Stock shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In Unless otherwise determined by the Board of Directors in connection with a Business Combination, in determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case the event of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A12(A)), then, in each such case, the WarrantholderHolder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to receive upon exercise of this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any each such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder Holder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A8(a)), the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder holder of this Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholderholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), any Shares (assuming, for these purposes, that the Warrantholder’s right to receive Shares Stockholder Approval shall have been obtained) issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(a)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination Combination, reorganization or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), or the Warrantholdersale, transfer or other disposal of all or substantially all of the Company’s right property, assets or business to another Person, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or property (including cash) with respect to or in exchange for Common Stock, any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or other event shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Shares issuable (at the time of such Business Combination or reclassificationother event) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification other event would have been entitled to receive upon consummation of such Business Combination or reclassificationother event; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business CombinationCombination or other event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business CombinationCombination or other event, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise of this Warrant. In case of any such Business Combination or other event, the successor or acquiring Person (if other than the Company) shall be deemed expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be the types performed and amounts of consideration received observed by the majority of Company and all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)obligations and liabilities hereunder.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)4.2), the Warrantholdera holder’s right to receive Shares shares of Common Stock upon exercise of this Warrant any Warrants shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder such holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholdersuch holder’s right to exercise this Warrant such Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraphSection 4.5. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant any Warrants following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder holder of such Warrants shall be entitled to receive upon exercise shall be deemed to be elect the types and amounts kind or amount of consideration received by receivable upon consummation of such Business Combination. The Company shall not enter into or be party to any Business Combination unless the majority of all holders successor of the shares Company (if any), assumes in writing the obligation to deliver to each holder of common stock that affirmatively make an election (or Warrants hereunder in exchange for such Warrants a security of all such holders if none make an election)successor evidenced by a written instrument substantially similar in form and substance to this Agreement.

Business Combinations. In case of any Business Combination or reclassification of Common Stock Units (other than a reclassification of Common Stock Units referred to in Section 13(A8(a)), the Warrantholder’s right to receive Shares Warrant Units upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock units or other securities or property (including cash) which the Common Stock Unit issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stockunits, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock Units have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination Combination, reorganization or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), or the Warrantholdersale, transfer or otherwise disposal of all or substantially all of the Company’s right property, assets or business to receive another Person, any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or other event shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Shares issuable (at the time of such Business Combination or reclassificationother event) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification other event would have been entitled to receive upon consummation of such Business Combination or reclassificationother event; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business CombinationCombination or other event, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon exercise of this Warrant following the consummation of such Business CombinationCombination or other event, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise of this Warrant. In case of any such Business Combination or other event, the successor or acquiring Person (if other than the Company) shall be deemed expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be the types performed and amounts of consideration received observed by the majority of Company and all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)obligations and liabilities hereunder.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock into which the Non-Voting Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant are to be convertible immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall after the date of such Business Combination or reclassification will be converted into the right to exercise this Warrant to acquire exercisable solely for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business CombinationCombination or reclassification, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)(i)), the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In Subject to Section 12 hereof, in case of any Business Combination --------------------- Change of Control (as defined in Section 10.4) or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A10.1(d)), the Warrantholder’s right to receive Shares issued or issuable upon exercise of this Warrant shall after the date of such Change of Control or reclassification will be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Shares issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination Change of Control or reclassification would have been entitled to receive upon consummation such Change of such Business Combination Control or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business CombinationChange of Control, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business CombinationChange of Control, then the consideration that holder shall have the Warrantholder shall be entitled right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. (a) In case the Company, after the date hereof (i) shall consolidate with or merge into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other person to consolidate with or merge into the Company and the Company shall be the continuing or surviving person but, in connection with such consolidation or merger, the Common Stock or other securities of the Company which the Holder of this Warrant may receive upon exercise ("Other Securities") shall be changed into or exchanged for stock or other securities of any Business Combination other person or cash or any other property, or (iii) shall transfer all or substantially all of its properties or assets to any other person, or (iv) shall effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of additional shares of Common Stock referred to for which adjustment in Section 13(Athe Exercise Price is provided in paragraph 3(a) or 3(b)), then, and in the Warrantholder’s right case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant, upon the exercise hereof at any time after the consummation of such transaction, shall be entitled to receive Shares (at the aggregate Exercise Price in effect at the time of such consummation 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 highest amount of securities, cash or other property to which such Holder would actually have been entitled as a shareholder upon such consummation if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided in paragraph 3; provided 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 this Warrant so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, the Holder of this Warrant shall be converted into entitled to receive the right highest amount of securities, cash or other property to exercise which such Holder would actually have been entitled as a shareholder if the Holder of this Warrant had exercised such Warrant prior to acquire the number expiration of shares such purchase, tender or exchange offer and accepted such offer, less the Exercise Price that would have been payable upon such exercise, subject to adjustments (from and after the consummation of stock such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in paragraph 3. (b) In the event of any transaction described in clauses (i) through (iv) of paragraph 4(a), each person (other securities than the Company) which may be required to deliver any stock, securities, cash or property (including cash) which upon the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and as provided herein shall assume in any such case, if necessary, writing (i) the provisions set forth herein with respect to the rights and interests thereafter obligations of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise Company under this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining (and if the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following Company shall survive the consummation of such Business Combinationtransaction, if such assumption shall be in addition to, and shall not release the holders Company from, any continuing obligations of Common Stock have the right Company under this Warrant) and (ii) the obligation to elect deliver to such Holder such shares of stock, securities, cash or property as, in accordance with the kind or amount foregoing provisions of consideration receivable upon consummation of this paragraph 4, such Business Combination, then the consideration that the Warrantholder shall Holder may be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)receive.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this a Warrant shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this such Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this a Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this a Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election). For purposes of determining any amount to be withheld pursuant to Section 3 from stock, securities or the property that would otherwise be delivered to a Warrantholder upon exercise of Warrants following any Business Combination, the amount of such stock, securities or property to be withheld shall have a Market Price equal to the aggregate Exercise Price as to which such Warrants are so exercised, based on the fair market value of such stock, securities or property on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered to the Warrant Agent; provided that in the case of any property that is not a security, the Market Price of such property shall be deemed to be its fair market value as determined in good faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment banking corporation retained by the Company for this purpose; and further provided that if making such determination requires the conversion of any currency other than U.S. dollars into U.S. dollars, such conversion shall be done in accordance with customary procedures based on the relevant noon buying rate published by the Federal Reserve Bank of New York on such exercise date.

Business Combinations. In Subject to Section 14 of this Warrant, in case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification, shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)4.2), the Warrantholdera holder’s right to receive Shares shares of Common Stock upon exercise of this Warrant any Warrants shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder such holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholdersuch holder’s right to exercise this Warrant such Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraphSection 4.5. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant any Warrants following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder holder of such Warrants shall be entitled to receive upon exercise shall be deemed to be elect the types and amounts kind or amount of consideration received by receivable upon consummation of such Business Combination. The Company shall not enter into or be party to any Business Combination unless the majority of all holders successor of the shares Company (if any), assumes in writing all of common stock that affirmatively make an election (or the obligations of all the Company under this Warrant Agreement pursuant to written agreements, including agreements to deliver to each holder of Warrants hereunder in exchange for such holders if none make an election)Warrants a security of such successor evidenced by a written instrument substantially similar in form and substance to this Warrant Agreement.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred subject to in adjustment pursuant to Section 13(A12(i)), notwithstanding anything to the Warrantholder’s contrary contained herein, (a) the Corporation shall notify the Warrantholder(s) in writing of such Business Combination or reclassification as promptly as practicable (but in no event later than 10 business days prior to the effectiveness thereof), (b) the Warrantholder(s)’ right to receive Warrant Shares upon exercise of this Warrant shall be converted converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant in full immediately prior to such Business Combination or reclassification (disregarding whether or not this Warrant was exercisable by its terms at such time) would have been entitled to receive upon consummation of such Business Combination or reclassification, and (c), in the case of a Business Combination with a third party, the Exercise Start Date shall be deemed for all purposes hereunder to be the earlier of (1) the business day immediately prior to the effective date of such Business Combination and (2) the Exercise Start Date as determined without application of this clause (c); and in any such case, if necessaryapplicable, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Warrantholder(s) shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s Warrantholder(s)’ right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following the consummation of such Business Combinationadjustment pursuant to this paragraph, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business CombinationCombination (an “Election Mechanic”), then the consideration that Warrantholder(s) shall have the Warrantholder shall be entitled right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder(s) will receive upon exercise of this Warrant. The Corporation, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or reclassification, shall be deemed as nearly equivalent as possible to the rights and adjustments provided for herein, and the Corporation agrees that it will not be the types and amounts of consideration received by the majority of all holders a party to or permit any such Business Combination or reclassification to occur unless such provisions are made as a part of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)terms thereof.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall thereafter be converted into the right to exercise this Warrant to acquire exercisable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall also be entitled to receive upon exercise make such an election at the time of such election by other holders of Common Stock, which election, once made, shall be deemed irrevocable and binding upon all future holders of this Warrant. The Company shall cause any successor entity in a Business Combination in which the Company is not the survivor to assume in writing all of the obligations of the Company under this Warrant, the Investment Agreement and the Note in accordance with the provisions of this Section 13(C) pursuant to written agreements in form and substance reasonably satisfactory to the Warrantholder and approved by the Warrantholder (without unreasonable delay) prior to such Business Combination. Notwithstanding anything to the contrary, in the event of a Business Combination that is a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act and of which the Company has not provided the Warrantholder with at least sixty-five (65) days prior written notice of the applicable record date or such other date on which an election as to the kind or amount of consideration receivable must be made, or in connection with which rights attach to the Common Stock, the Company or any successor shall, at the Warrantholder’s option, exercisable at any time prior to, and to be consummated concurrently with, the types and amounts of consideration received by the majority of all holders consummation of the shares Business Combination, purchase this Warrant from the Warrantholder by paying to the Warrantholder an amount of common stock that affirmatively make an election (or cash equal to the Fair Market Value of all the remaining unexercised portion of this Warrant on the date of the consummation of such holders if none make an election)Business Combination.

Business Combinations. In case of any Business Combination or any reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this Warrant the Private Unit Warrants shall be converted into the right to exercise this Warrant such Private Unit Warrants to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Private Unit Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this Warrant the Private Unit Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant the Private Unit Warrants following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Class A Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred subject to in adjustment pursuant to Section 13(A4(a)), notwithstanding anything to the Warrantholdercontrary contained herein, (i) the Company shall notify the Holder in writing of such Business Combination or reclassification as promptly as practicable (but in no event later than five (5) Business Days prior to the effectiveness thereof), and (ii) the Holder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant in full immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessaryapplicable, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant upon and following the consummation of such Business Combinationadjustment pursuant to this paragraph, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or any reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this a Unit Warrant shall be converted into the right to exercise this such Unit Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this such Unit Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this a Unit Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this a Unit Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Class A Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A6.1(e)), the Warrantholder’s right to receive any Warrant Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification will be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Warrant Shares issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this a Warrant shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this such Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this a Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this a Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election). For purposes of determining any amount to be withheld pursuant to Section 3 from stock, securities or the property that would otherwise be delivered to a Warrantholder upon exercise of Warrants following any Business Combination, the amount of such stock, securities or property to be withheld shall have a Market Price equal to the aggregate Exercise Price as to which such Warrants are so exercised, based on the fair market value of such stock, securities or property on the trading day on which such Warrants are exercised and the Notice of Exercise is delivered to the Warrant Agent; provided that in the case of any property that is not a security, the Market Price of such property shall be deemed to be its fair market value as determined in good faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment banking firm retained by the Company for this purpose; and further provided that if making such determination requires the conversion of any currency other than U.S. dollars into U.S. dollars, such conversion shall be done in accordance with customary procedures based on the relevant noon buying rate published by the Federal Reserve Bank of New York on such exercise date.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)4.2), the Warrantholdera holder’s right to receive Shares shares of Common Stock upon exercise of this Warrant any Warrants shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder such holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholdersuch holder’s right to exercise this Warrant such Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraphSection 4.5; provided that a holder’s right to receive cash consideration under this Section 4.5 shall be subject to the prior indefeasible payment in full in cash of all outstanding Indebtedness and other obligations under the Credit Facility (and the termination of all commitments thereunder) and the Indenture (after the termination of all commitments thereunder), each as defined in the Certificate of Designations, to the extent the outstanding Common Stock’s right to receive cash in such transaction is subject to such payment. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant any Warrants following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder holder of such Warrants shall be entitled to receive upon exercise shall be deemed to be elect the types and amounts kind or amount of consideration received by receivable upon consummation of such Business Combination. The Company shall not enter into or be party to any Business Combination unless the majority of all holders successor of the shares Company (if any), assumes in writing all of common stock that affirmatively make an election (or the obligations of all the Company under this Warrant Agreement pursuant to written agreements, including agreements to deliver to each holder of Warrants hereunder in exchange for such holders if none make an election)Warrants a security of such successor evidenced by a written instrument substantially similar in form and substance to this Warrant Agreement.

Business Combinations. In case of any Business Combination (as defined below) in which the holders of shares of Common Stock are entitled to receive stock, securities or property by virtue of their ownership of Common Stock or a reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)paragraph 3B), then, as a part of such Business Combination or reclassification, lawful provision shall be made so that the Warrantholder’s right Holder shall thereafter be entitled to receive Shares upon exercise of this Warrant shall be converted into during the right to exercise this Warrant to acquire period specified herein and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property (including cash) which of the Common Stock issuable (at the time of successor entity resulting from such Business Combination or reclassification) that a holder of the shares of Common Stock deliverable upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation in such Business Combination, all subject to further adjustment as provided in this Part 3. If the per-share consideration payable to the holders for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such Business Combination or reclassification; and consideration shall be determined by the Board of Directors of the Company. In all events, appropriate adjustment (as determined in any such case, if necessary, good faith by the Board of Directors) shall be made in the application of the provisions set forth herein of this Warrant with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably beHolder after the transaction, to the Warrantholder’s right to exercise end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in exchange for relation to any shares of stock or other securities or property pursuant to deliverable after that event upon exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable obtainable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders make a similar election as of the Exercise Date with respect to the number of shares of common stock that affirmatively make an election (or other securities or property. For the purposes of all such holders if none make an election).this paragraph 3D:

Business Combinations. In case of any Business Combination or reclassification of Company Common Stock (other than a reclassification of Company Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Non-Voting Common Stock issuable (at the time of such Business Combination or reclassification) to be issued upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Company Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise of this Warrant. The Company shall be deemed not take any action relating to be the types any such Business Combination or reclassification with respect to any one class of Company Common Stock without taking equivalent action with respect to each other class of Company Common Stock then issued and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)outstanding.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification be converted exchangeable for into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s ’ s right to receive Warrant Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s ’ s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(ASECTION 12(e)), the Warrantholder’s right to receive any Warrant Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification will be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Warrant Shares issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or any reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this the Initial Warrant shall be converted into the right to exercise this such Initial Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this such Initial Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this the Initial Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this the Initial Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Class A Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which that the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably bebe achievable, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of this Warrant with respect to the number of shares of stock or other securities or property that the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In Subject to Section 5 of these Series A Preferred Terms, in case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A7(c)(i)), any shares of Common Stock issued or issuable upon mandatory conversion of the Warrantholder’s right to receive Shares upon exercise Series A Preferred Stock after the date of this Warrant such Business Combination or reclassification, shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise mandatory conversion of this Warrant the Series A Preferred Stock immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder holder of the Series A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraphthereafter deliverable on the mandatory conversion of the Series A Preferred Stock. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that holder of the Warrantholder Series A Preferred Stock shall be entitled have the right to make a similar election upon mandatory conversion of the Series A Preferred Stock with respect to the number of shares of stock or other securities or property which the holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders mandatory conversion of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)Series A Preferred Stock.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification will be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business CombinationCombination or reclassification, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such UST Seq. No. 299 Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock Shares (other than a reclassification of Common Stock Shares referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock Shares have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Shares that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to the consummation of such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock the Ordinary Shares (other than a reclassification of Common Stock Ordinary Shares referred to in Section 13(A3(c)(i)), the WarrantholderHolder’s right to receive Ordinary Shares upon exercise of this Warrant Conversion shall be converted into the right to exercise this Warrant convert the outstanding Principal Amount or a portion thereof to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock Ordinary Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant Conversion immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for convert the outstanding Principal Amount or a portion thereof into any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stockshares, securities or the property receivable upon exercise of this Warrant Conversion following the consummation of such Business Combination, if the holders of Common Stock Ordinary Shares have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to make a similar election (including, without limitation, being subject to similar proration constraints) upon Conversion with respect to the number of shares or other securities or property which the Holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority Conversion. “Business Combination” means a merger, consolidation, statutory share exchange, sale, transfer or exclusive license of all holders or substantially all of assets or shares or similar transaction that requires the approval of the shares Company’s shareholders or other transactions or series of common stock transactions that affirmatively make an election (or otherwise result in a change in control of all such holders if none make an election)the Company.

Business Combinations. In case of any Business Combination or reclassification of Common Stock the Ordinary Shares (other than a reclassification of Common Stock Ordinary Shares referred to in Section 13(A10(A)), the Warrantholder’s right to receive Ordinary Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock Ordinary Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stockshares, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock Ordinary Shares have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of this Warrant with respect to the number of shares or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)4.2), the Warrantholdera holder’s right to receive Shares shares of Common Stock upon exercise of this Warrant any Warrants shall be converted into the right to exercise this such Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder such holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholdersuch holder’s right to exercise this Warrant such Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraphSection 4.5. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant any Warrants following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder holder of such Warrants shall be entitled to receive upon exercise shall be deemed to be elect the types and amounts kind or amount of consideration received by receivable upon consummation of such Business Combination. The Company shall not enter into or be party to any Business Combination unless the majority of all holders successor of the shares Company (if any), assumes in writing the obligation to deliver to each holder of common stock that affirmatively make an election (or Warrants hereunder in exchange for such Warrants a security of all such holders if none make an election)successor evidenced by a written instrument substantially similar in form and substance to this Warrant Agreement.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A13(B)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A))Units, the WarrantholderHolder’s right to receive Shares Warrant Units upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock units or other securities or property (including cash) which the Common Stock Unit issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stockunits, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock Units have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder Holder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Units that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders (“Business Combination Combination”) or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)4.1), the Warrantholderregistered holder’s right to receive Shares shares upon exercise of this the Warrant shall be converted into the right to exercise this the Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this the Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder registered holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholderregistered holder’s right to exercise this the Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this the Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder registered holder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or any reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this an Initial Warrant shall be converted into the right to exercise this such Initial Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this such Initial Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this an Initial Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this an Initial Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Class A Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining If and to the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if extent that the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise of this Warrant shall be specified by the Warrantholder, which specification shall be made by the Warrantholder by the later of (i) ten (10) business days after the Warrantholder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, and (ii) the last time at which the holders of Common Stock are permitted to make their specifications known to the Corporation; provided, however, that if the Warrantholder fails to make any specification within such time period, the Warrantholder’s choice shall be deemed to be the types and amounts of consideration received whatever choice is made by the majority a plurality of all holders of Common Stock that are not affiliated with the shares Corporation (or, in the case of common stock that a consolidation, merger, sale or similar transaction, any other party thereto) and affirmatively make an election (or of all such holders if none make of them makes an election). From and after any such Business Combination, all references to “Shares” herein shall be deemed to refer to the consideration to which the Warrantholder is entitled pursuant to this Section 13(E). The provisions of this clause shall similarly apply to successive Business Combinations.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A11.1(e)), the Warrantholder’s right to receive any Warrant Shares issued or issuable upon exercise of this Warrant shall after the date of such Business Combination or reclassification will be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Warrant Shares issuable (at the time of such Business Combination consolidation, merger, sale, lease or reclassificationconveyance) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Holder shall have the Warrantholder shall be entitled right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Holder will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.

Business Combinations. In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A5.4(i)), the Warrantholder’s right of a holder of Series A Convertible Preferred Stock to receive Shares shares of Common Stock upon exercise of this Warrant conversion shall be converted into the right to exercise this Warrant to acquire receive the number of shares of stock or other securities or property (including cash) (“Exchange Property”) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant conversion immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Series A Convertible Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right of a holder to exercise this Warrant in exchange convert shares of Series A Convertible Preferred Stock for any shares of stock or other securities or property pursuant to this paragraph. In determining If and to the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if extent that the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder holder shall be entitled to receive upon exercise conversion of shares of Series A Convertible Preferred Stock shall be specified by the holder, which specification shall be made by the holder by the later of (i) ten (10) Business Days after the holder is provided with a final version of all material information concerning such choice as is provided to the holders of Common Stock, and (ii) the last time at which the holders of Common Stock are permitted to make their specifications known to the Corporation; provided, however, that if the holder fails to make any specification within such time period, the holder’s choice shall be deemed to be the types and amounts of consideration received whatever choice is made by the majority a plurality of all holders of Common Stock that are not affiliated with the shares Corporation (or, in the case of common stock that a consolidation, merger, sale or similar transaction, any other party thereto) and affirmatively make an election (or of all such holders if none make of them makes an election). From and after any such Business Combination, all references to shares of Common Stock issuable upon conversion of Series A Convertible Preferred Stock herein shall be deemed to refer to the consideration to which the holder is entitled pursuant to this Section 5.4(v). The provisions of this clause shall similarly apply to successive Business Combinations. The Corporation (or any successor) shall, no less than thirty (30) days prior to the anticipated effective date of any Business Combination, provide written notice to the holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property provided, however, that the Corporation will be deemed to have provided such notice if the Corporation furnishes or files such information with the Securities and Exchange Commission via the XXXXX (or successor) filing system and such information is publicly available not less than thirty (30) days prior to the anticipated effective date of such Business Combination. Failure to deliver such notice shall not affect the operation of this Section 5.4(v). The Corporation shall not enter into any agreement for a transaction constituting a Business Combination unless (i) such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A Convertible Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 5.4(v), (ii) to the extent that the Corporation is not the surviving corporation in such Business Combination or will be dissolved in connection with such Business Combination, proper provision shall be made in the agreements governing such Business Combination for the conversion of the Series A Convertible Preferred Stock into stock of the Person surviving such Business Combination or such other continuing entity in such Business Combination, and (iii) maintains in all respects a holder’s right to receive the Liquidation Preference in connection with any Business Combination that constitutes a Change of Control.

Business Combinations. In Subject to the Warrantholder’s rights in Section 14 of this Warrant, in case of any Business Combination or reclassification of Common Subject Stock (other than a reclassification of Common Subject Stock referred to in Section 13(A)), the Warrantholder’s right to receive any Shares issued or issuable upon exercise of this Warrant after the date of such Business Combination or reclassification, shall be converted into the right to exercise this Warrant to acquire exchangeable for the number of shares of stock or other securities or property (including cash) to which the Common Stock Shares issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to thereafter deliverable on the exercise of this paragraphWarrant. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the after consummation of such Business Combination, if the holders of Common Subject Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled have the right to receive upon exercise shall be deemed to be of this Warrant the types kind and amounts amount of consideration received by the majority of all holders of the shares of common stock Subject Stock that affirmatively make made an election (or of all in connection with such holders if none make an election)Business Combination.

Business Combinations. In case of any Business Combination or any reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A12(A)), the a Warrantholder’s right to receive Shares upon exercise of this Warrant the Term Warrants shall be converted into the right to exercise this Warrant such Term Warrants to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant such Term Warrants immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the such Warrantholder’s right to exercise this Warrant the Term Warrants in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant the Term Warrants following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the a Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock Class A Common Stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In case of any Business Combination or reclassification of Class A Common Stock (other than a reclassification of Class A Common Stock referred to in Section 13(A)4.1), the Warrantholder’s right to receive Shares upon exercise of this Warrant the Warrants shall be converted into the right to exercise this Warrant the Warrants to acquire the number of shares of stock or other securities or property (including cash) which the Class A Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this each Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this each Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this each Warrant following the consummation of such Business Combination, if the holders of Class A Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election (including, without limitation, being subject to similar proration constraints) upon exercise of each Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)a Warrant.

Business Combinations. In case of any merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders (a “Business Combination Combination”) or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A)6.1), the WarrantholderHolder’s right to receive Shares shares of Common Stock upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the WarrantholderHolder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder Holder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

Business Combinations. In Subject to Section 13 of this Warrant, in case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(A12(A)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph. In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that Warrantholder shall have the right to make a similar election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall be entitled to will receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election)this Warrant.