Common use of Capital Reorganization, Capital Reclassifications, Merger, Etc Clause in Contracts

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Date, (i) there shall be (A) any capital reorganization or any reclassification of the Capital Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 applies); (B) any consolidation, merger or business combination of the Issuer with another Person; (C) any sale or conveyance by the Issuer of all or substantially all of its assets or Property to another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common Stock, then the Issuer shall cause effective provision to be made so that, in lieu of the number of Warrant Shares issuable upon exercise of such Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securities, Cash or other Property to which a holder of such number of Warrant Shares would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securities, Cash or other Property thereafter deliverable upon the exercise of the Warrants. SF1:761466 14 (b) The provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions or transactions described above that may be contained in any other agreement or instrument, including the Other Equity Documents.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Effective Date, (i) there shall be (A) any capital reorganization or any reclassification of the Capital Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 applies); (B) any consolidation, merger or business combination of the Issuer with another Person; (C) any sale or conveyance by the Issuer of all or substantially all of its assets or Property to another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common Stock, then the Issuer shall cause effective provision to be made so that, in lieu of the number of Warrant Shares issuable upon exercise of such Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securities, Cash or other Property to which a holder of such number of Warrant Shares would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securities, Cash or other Property thereafter deliverable upon the exercise of the Warrants. SF1:761466 14. (b) The provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions or transactions described above that may be contained in any other agreement or instrument, including the Other Equity Documents.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Date, (i) there shall be (A) any capital reorganization or any reclassification of the Capital Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 applies); (B) any consolidation, merger or business combination of the Issuer with another Person; (C) any sale or conveyance by the Issuer of all or substantially all of its assets or Property to another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common Stock, then the Issuer shall cause effective provision to be made so that, in lieu of the number of Warrant Shares issuable upon exercise of such Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securities, Cash or other Property to which a holder of such number of Warrant Shares would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securities, Cash or other Property thereafter deliverable upon the exercise of the Warrants. SF1:761466 14 (b) The provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions or transactions described above that may be contained in any other agreement or instrument, including the Other Equity Documents.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Date, (i) there shall be (A) any capital reorganization or any reclassification of the Capital Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 applies); (B) any consolidation, merger or business combination of the Issuer with another Person; (C) any sale or conveyance by the Issuer of all or substantially all of its assets or Property to another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common Stock, then the Issuer shall cause effective provision to be made so that, in lieu of the number of Warrant Shares issuable upon exercise of such Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securities, Cash or other Property to which a holder of such number of Warrant Shares would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securities, Cash or other Property thereafter deliverable upon the exercise of the Warrants. SF1:761466 14. (b) The provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions or transactions described above that may be contained in any other agreement or instrument, including the Other Equity Documents.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Date, (i) there shall be (A) any capital reorganization or any reclassification of the Capital Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 applies); (B) any consolidation, merger or business combination of the Issuer with another Person; (C) any sale or conveyance by the Issuer of all or substantially all of its assets or Property to another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common Stock, then the Issuer shall cause effective provision to be made so that, in lieu of the number of Warrant Shares issuable upon exercise of such Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securities, Cash or other Property to which a holder of such number of Warrant Shares would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securities, Cash or other Property thereafter deliverable upon the exercise of the Warrants. SF1:761466 14 (b) The provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions or transactions described above that may be contained in any other agreement or instrument, including the Other Equity Documents.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Datedate hereof, (i) there shall be (Ai) any capital reorganization or any reclassification of the Capital Stock capital stock of the Issuer Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend, or as a result of a Distribution dividend or subdivision, split-split- up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution distribution to which Section 5.4 applies); , (Bii) any consolidation, merger or business combination of the Issuer Company with another Person; Person or (Ciii) any sale or conveyance by the Issuer Company of all or substantially all of its assets or Property to property to, another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) Person, then in each case the transaction shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive Securitiesstock, Cash securities or other Property assets (including, without limitation, cash) with respect to or in exchange conversion for the shares of the Common Stock, then Stock and the Issuer Company shall cause effective provision to be made so thatthat each Warrant shall, upon the basis and upon the terms and conditions specified in this Agreement in lieu of the number of Warrant Shares issuable immediately theretofore purchasable and receivable upon the exercise of such a Warrant, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securitiesshares of stock, Cash other securities, cash or other Property property to which a holder of such the number of Warrant Shares issuable upon exercise of such Warrant would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants with respect to the rights and interests thereafter of the Holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securitiesshares of stock, Cash other securities, cash or other Property property thereafter deliverable upon the exercise or conversion of the Warrants. SF1:761466 14 (b) The , and the provisions of this Section 5.5 shall not operate as a waiver of any restriction on any of the actions similarly apply to successive reorganizations, reclassifications, consolidating mergers, business combinations or transactions described above that may be contained in any other agreement sales or instrument, including the Other Equity Documentsconveyances.

Capital Reorganization, Capital Reclassifications, Merger, Etc. (a) If, at any time after the Closing Effective Date, (i) there shall be (Aa) any capital reorganization or any reclassification of the Capital Common Stock of the Issuer (other than a change in par value or as a result of a stock dividend, or as a result of a Distribution distribution or subdivision, split-up or combination of shares of Common Stock to which Section 5.2 applies or any Distribution to which Section 5.4 4.2 applies); , (Bb) any consolidation, merger or business combination of the Issuer Company with another Person; Person or (Cc) any sale or NYI-4044285v3 conveyance by the Issuer Company of all or substantially all of its assets or Property to property to, another Person or (D) any conversion (statutory or otherwise) of the Issuer from a corporation to a different form of entity; and (ii) the transaction shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive Securities, Cash or other Property with respect to or in exchange for shares of Common StockPerson, then in each case the Issuer Company shall cause effective provision to be made so thatthat these Warrants shall, upon the basis and upon the terms and conditions specified in this Warrant in lieu of the number shares of Warrant Shares issuable Common Stock immediately theretofore purchasable and receivable upon the exercise of such Warrantthese Warrants, effective as of the effective date of such event retroactive to the record date, if any, of such event, such Warrant shall be exercisable for the kind and number of Securitiesshares of stock, Cash other securities, cash or other Property property to which a holder of such the number of shares of Warrant Shares Common Stock would have been entitled upon such event. In any such case, if necessary, the provisions of this Agreement and the Warrants Warrant with respect to the rights and interests thereafter of the Holders of the Warrants Holder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any Securitiesshares of stock, Cash other securities, cash or other Property property thereafter deliverable upon the exercise of these Warrants, and the Warrants. SF1:761466 14 (b) The provisions of this Section 5.5 4.3 shall not operate as a waiver similarly apply to any such successive reorganizations, reclassifications, consolidations mergers, business combinations or sales or conveyances. In determining the kind and amount of stock, other securities, cash or other property obtainable upon consummation of any restriction on any event described in clauses (a), (b) and (c) above, if the holders of Common Stock have the actions right to elect the kind or transactions described above that may be contained in any amount of consideration receivable upon consummation of such event, then the Holder shall have the right to make a similar election with respect to the number of shares of stock, other agreement securities, cash or instrument, including the Other Equity Documentsproperty.