Common use of Capital Reorganization, Merger or Sale of Assets Clause in Contracts

Capital Reorganization, Merger or Sale of Assets. If at any time or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock or a consolidation or merger of the Company, or a sale of all or substantially all of the assets of the Company (a "Reorganization"), then, as a part of and as a condition to such Reorganization, provision shall be made so that the holders of shares of the Series F Preferred shall thereafter be entitled to receive upon conversion of the shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization, to which such holder would have been entitled if such holder had converted its shares of the Series F Preferred immediately prior to the effective time of such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the shares of the Series F Preferred) shall be applicable after such Reorganization in as nearly equivalent manner as may be reasonably practicable. In the case of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof apply, the holders of at least a majority of the outstanding shares of the Series F Preferred upon the occurrence of a Reorganization shall have the option to elect treatment either under this Subsection 5(b) or under Subsection 4(b) hereof, notice of which election shall be given in writing to the Company not less than fifteen (15) business days prior to the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall apply.

Capital Reorganization, Merger or Sale of Assets. If at any time or ------------------------------------------------ from time to time there shall be (i) a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 5), (ii) a merger or consolidation or merger of the CompanyCompany with or into another corporation, or a (iii) the sale of all or substantially all of the Company's properties and assets to any other person, or (iv) any transaction or series of related transactions in which the Principal Shareholders (as defined in the Purchase Agreement) cease to own at least fifty percent (50%) of the outstanding common stock of the Company (any of which events is herein referred to as a "Reorganization"), then, then as a part of and as a condition to such Reorganization, provision shall be made so that the holders of shares of the Series F Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock, the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation resulting from such Reorganization, to which such holder would have been entitled if such holder had converted its shares of the Series F Preferred Stock immediately prior to the effective time of such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of the Preferred Stock after the Reorganization, to the end that the provisions of this Section 5 (including adjustment of the Applicable Conversion Price Value then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the shares of the Series F PreferredPreferred Stock) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In the case of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof applyExcept as otherwise provided in Section 3(b), the holders of at least a majority of the outstanding shares of the Series F Preferred upon the occurrence of a Reorganization Reorganization, under circumstances which make the preceding paragraph applicable, each holder of Preferred Stock shall have the option to elect of electing treatment for his shares of Preferred Stock under either under this Subsection 5(bSection 5(f) or under Subsection 4(b) Section 3 hereof, notice of which election shall be given submitted in writing to the Company not less at its principal offices no later than fifteen five (155) business days prior to before the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall applyevent.

Capital Reorganization, Merger or Sale of Assets. If at any time ------------------------------------------------ or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 5) or a merger or consolidation or merger of the CompanyCompany with or into another corporation or entity, or a the sale of all or substantially all of the Company's properties and assets of the Company (a "Reorganization")to any other person or persons, then, as a part pan of and as a condition to such Reorganizationreorganization, merger, consolidation or sale, provision shall be made so that the holders of shares of the Series F A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock, the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation or entity resulting from such Reorganizationmerger, consolidation or sale, to which such a holder of Common Stock issuable upon conversion would have been entitled if on such holder had converted its shares of the Series F Preferred immediately prior to the effective time of such Reorganizationcapital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of the Series A Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5 (including adjustment of the Applicable Conversion Price Value then in effect and the number of shares of Common Stock or other securities issuable purchasable upon conversion of the shares of the Series F PreferredA Preferred Stock) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In the case Each holder of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof apply, the holders of at least a majority of the outstanding shares of the Series F A Preferred Stock upon the occurrence of a Reorganization capital reorganization, merger or consolidation of the Company, or the sale of all or substantially all its assets and properties as such events are more fully set forth in the first paragraph of this Section 5(h), shall have the option to elect of electing treatment of his shares of Series A Preferred Stock under either under this Subsection 5(bSection 5(h) or under Subsection 4(bSection 3(b) hereof, notice of which election shall be given submitted in writing to the Company not less at its principal offices no later than fifteen five (155) business days prior to before the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall applyevent.

Capital Reorganization, Merger or Sale of Assets. If at any time ------------------------------------------------ or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation or merger of the CompanyCompany with or into another corporation or entity, or a the sale of all or substantially all of the Company's properties and assets of the Company (a "Reorganization")to any other person or persons, then, as a part of and as a condition to such Reorganizationreorganization, merger, consolidation or sale, provision shall be made so that the holders of shares of the Series F B Preferred Stock shall thereafter be entitled to receive upon conversion of the Series B Preferred Stock, the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the Company, or of the successor corporation or entity resulting from such Reorganizationmerger, consolidation or sale, to which such holder holders would have been be entitled if such holder had converted its they were holders of the number of shares of Common Stock they were entitled to receive on conversion of the Series F B Preferred Stock held by them immediately prior to the effective time of such Reorganizationcapital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 4 with respect to the rights of the holders of the Series B Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5 4 (including adjustment of the Applicable Conversion Price Value then in effect and the number of shares of Common Stock or other securities issuable purchasable upon conversion of the shares of the Series F PreferredB Preferred Stock) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In the case Each holder of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof apply, the holders of at least a majority of the outstanding shares of the Series F B Preferred Stock upon the occurrence of a Reorganization capital reorganization, merger or consolidation of the Company, or the sale of all or substantially all its assets and properties as such events are more fully set forth in the first paragraph of this Section 4(h), shall have the option to elect of electing treatment of his shares of Series B Preferred Stock under either under this Subsection 5(bSection 4(h) or under Subsection 4(bSection 2(d) hereof, notice of which election shall be given submitted in writing to the Company not less at its principal offices no later than fifteen five (155) business days prior to before the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall applyevent.

Capital Reorganization, Merger or Sale of Assets. If at any time or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, recapitalization, reclassification or exchange of shares provided for elsewhere in this Section 5) or a merger or consolidation or merger of the CompanyCorporation with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation of the Corporation or the acquisition by the Corporation of another business where the Corporation survives as a going concern, as further provided in Section 3 hereof), or a the sale of all or substantially all of the Corporation's capital stock or assets of the Company (a "Reorganization")to any other person, then, as a part of and as a condition to such Reorganizationreorganization, merger, or consolidation or sale, provision shall be made so that the holders of shares of the Series F A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the CompanyCorporation, or of the successor corporation resulting from such Reorganizationmerger, consolidation or sale, to which such holder would have been entitled if such holder had converted its shares of the Series F A Preferred Stock immediately prior to the effective time of such Reorganizationcapital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 to the end that the provisions of this Section 5 (including adjustment of the Series A Applicable Conversion Price Value then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the such shares of the Series F PreferredA Preferred Stock) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In the case of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof apply, the The holders of at least a majority of the outstanding shares of the Series F Preferred Stock, upon the occurrence of a Reorganization capital reorganization, merger or consolidation of the Corporation, or the sale of all or substantially all its capital stock or assets, as such events are more fully set forth in the first paragraph of this Section 5(h), shall have the option to elect of electing treatment for the Preferred Stock as would be required for an event covered under either under (i) this Subsection 5(bSection 5(h) or under Subsection 4(b(ii) hereofSection 3 hereof regard a liquidation, dissolution or winding up of the affairs of the Corporation, notice of which election shall be given submitted in writing to the Company not less Corporation at its principal office no later than fifteen twenty (1520) business days prior to before the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall applyevent.

Capital Reorganization, Merger or Sale of Assets. If Subject to the provisions of Section 3(d), if at any time or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, recapitalization, reclassification or exchange of shares provided for elsewhere in Section 5(c), (d) and (e)) or a merger or consolidation or merger of the CompanyCorporation with or into another corporation, or a the sale of all or substantially all of the Corporation’s capital stock or assets to any other person (any of the Company (which events is herein referred to as a "“Reorganization"”), then, as a part of and as a condition to such Reorganization, provision shall be made so that the holders of shares of the Series F A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the Company, Corporation (or of the successor corporation resulting from such Reorganizationmerger, consolidation or sale), to which such holder would have been entitled if such holder had converted its shares of the Series F A Preferred Stock immediately prior to the effective time of such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 5(f) to the end that the provisions of this Section 5 5(f) (including adjustment of the Series A Conversion Price Value then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the shares of the Series F Preferredeffect) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In As provided in Section 3, upon the case occurrence of a transaction to Reorganization under circumstances which both this Subsection 5(b) and Subsection 4(b) hereof applymake the preceding paragraph applicable, the holders of at least a majority of the outstanding shares of the Series F A Preferred upon the occurrence of a Reorganization Stock, shall have the option to elect of electing treatment of the shares of the Series A Preferred Stock under either under this Subsection 5(bSection 5(f) or under Subsection 4(bSection 3(d) hereof, notice of which election shall be given submitted in writing to the Company not less Corporation at its principal offices no later than fifteen five (155) business days prior to before the effective date of such event. iSpecimen Inc - Series A Preferred Stock Subscription Agreement For purposes hereof, a Reorganization shall not include any reorganization, merger or not less than fifteen consolidation involving (151) days after only a change in the Company has given notice to the holders state of incorporation of the Series F Corporation, (2) a merger of the Corporation with or into a wholly-owned subsidiary of the Corporation that is incorporated in the United States of America, or (3) an acquisition, whether by merger, reorganization, consolidation or other form of business combination, of which the Corporation is substantively the surviving corporation and operates as a going concern, of another corporation and which does not involve a recapitalization or reorganization of the Preferred Stock or Common Stock, and does not involve (in a single transaction or series of such Reorganization, whichever is later. If no such election is timely made, interrelated transactions) a transfer of more than 50% of the provisions voting power of Subsection 4(b) and not of this Subsection 5(b) shall applythe Corporation in a business combination.

Capital Reorganization, Merger or Sale of Assets. (A) If at any time or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, recapitalization, reclassification or exchange of shares provided for elsewhere in this Section 2) or a consolidation or merger of the CompanyCorporation, or a sale of all or substantially all of the assets of the Company Corporation (other than a capital reorganization, merger, consolidation or sale of all or substantially all of the assets of the Corporation in a transaction in which the stockholders of the Corporation immediately prior to the transaction possess more than fifty percent (50%) of the voting securities of the surviving entity (or parent, if any) immediately after the transaction) (a "“Reorganization"”), then, as a part of and as a condition to such Reorganization, provision shall be made so that the holders of shares of the Series F Convertible Preferred shall thereafter be entitled to receive receive, upon conversion of the shares of the Series F Preferred Convertible Preferred, the same kind and amount of stock or other securities or property (including cash) of the CompanyCorporation, or of the successor corporation resulting from such Reorganization, to which such holder would have been entitled if such holder had converted its shares of the Series F Convertible Preferred immediately prior to the effective time of such Reorganization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 2 to the end that the provisions of this Section 5 2 (including adjustment of the applicable Conversion Price then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the shares of the Series F Convertible Preferred) shall be applicable after such Reorganization in as nearly equivalent manner as may be reasonably practicable. . (B) In the case of a transaction to which both this Subsection 5(bSection 2(d)(vii) and Subsection 4(bSection 1(b) hereof apply, (I) the holders of at least a majority of the outstanding shares of the Series F A Preferred, the Series B Preferred, the Series C Preferred, the Series C-1 Preferred and the Series D Preferred (voting together as a single class on an as converted basis) and, without limiting the determination of the foregoing majority, each holder that, together with its affiliates (as defined pursuant to Rule 12b-2 under the Exchange Act as hereinafter defined) owns more than twenty percent (20%) of all outstanding shares (on an as converted basis) of the Series A Preferred, the Series B Preferred, the Series C Preferred, the Series C-1 Preferred and the Series D Preferred, upon the occurrence of a Reorganization such transaction shall have the option to elect treatment either under this Subsection 5(bSection 2(d)(vii) or under Subsection 4(bSection 1(b) hereof, and (II) the holders of at least a majority of all outstanding shares of the Series E Preferred, upon the occurrence of such transaction shall have the option to elect treatment either under this Section 2(d)(vii) or under Section 1(b) hereof. In any such case, notice of which such election shall be given in writing to the Company Corporation not less than fifteen five (155) business days prior to the effective date of such Reorganization or not less than fifteen (15) days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is latertransaction. If no such election is timely made, the provisions of Subsection 4(bSection 1(b) and not of this Subsection 5(bSection 2(d)(vii) shall apply. (C) The provisions of this Section 2(d)(vii) shall not apply to any reorganization, merger or consolidation involving (I) only a change in the state of incorporation of the Corporation, (II) a merger of the Corporation with or into a wholly-owned subsidiary of the Corporation which is incorporated in the United States of America, or (III) an acquisition by merger, reorganization or consolidation, in which the Corporation is substantively the surviving corporation and operates as a going concern, of another corporation which is incorporated in the United States of America and which is engaged in a business similar to or related to the business of the Corporation and in each of the foregoing clauses (I), (II) and (III) which does not involve a change in the terms of any series of the Convertible Preferred or the Common Stock.

Capital Reorganization, Merger or Sale of Assets. If at any time or ------------------------------------------------ from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 5) or a merger or consolidation or merger of the CompanyCorporation with or into another corporation, or a the sale of all or substantially all of the Corporation's properties and assets of the Company (a "Reorganization")to any other person, then, as a part of and as a condition to such Reorganizationreorganization, merger, consolidation or sale, provision shall be made so that the holders of shares of the Series F A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock, the number of shares of the Series F Preferred the same kind and amount of stock or other securities or property (including cash) of the CompanyCorporation, or of the successor corporation resulting from such Reorganizationmerger, consolidation or sale, to which such a holder of Common Stock issuable upon conversion would have been entitled on such capital reorganization, merger, consolidation, or sale or an amount of cash receivable as if such holder the Series A Preferred Stock had converted its into shares of the Series F Preferred immediately prior to the effective time of such ReorganizationCommon Stock. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of the Series A Preferred Stock after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares of Common Stock or other securities issuable upon conversion of the shares of the Series F Preferred) shall be applicable after such Reorganization that event in as nearly equivalent a manner as may be reasonably practicable. In the case Each holder of a transaction to which both this Subsection 5(b) and Subsection 4(b) hereof apply, the holders of at least a majority of the outstanding shares of the Series F A Preferred Stock upon the occurrence of a Reorganization shall an event set forth in this Section 5(g), shall, subject to automatic conversion pursuant to subsection 5(b), have the option to elect of electing treatment of his shares of Series A Preferred Stock under either under this Subsection 5(bSection 5(g) or under Subsection 4(b) Section 2 hereof, if applicable, by giving the Corporation written notice of which such election at least ten days prior to the close of such transaction unless such holders received notice of the transaction less than 20 days prior to the close of such transaction, then the notice of election shall be given in writing to the Company not less than fifteen (15) business days prior to the effective date of such Reorganization or not less than fifteen (15) within 10 days after the Company has given notice to the holders of the Series F Preferred Stock of such Reorganization, whichever is later. If no such election is timely made, the provisions of Subsection 4(b) and not of this Subsection 5(b) shall applynotice.