Common use of Certain Mergers and Other Events Clause in Contracts

Certain Mergers and Other Events. If the Company proposes to consummate any consolidation, merger, binding share exchange or reorganization in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investors, grant to the Investors registration rights which shall be no less favorable to the Investors than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares immediately before such event, then the Investors shall be entitled to registration rights with respect to all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable Shares. In the event any dispute relating to this Section 9.5 shall arise, then such dispute shall promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section), whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company proposes to consummate any consolidation, merger, binding share exchange or reorganization to which the Company is a party and in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person entity of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors Stockholders would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares Securities held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person entity (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investorsholders of a majority of the Registrable Securities, grant to the Investors Stockholders registration rights with respect to such common stock, other capital stock or other securities which shall be no less favorable in all material respects to the Investors Stockholders than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series Common Stock) or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares Common Stock immediately before such event, then the Investors Stockholders shall be entitled to registration rights with respect to all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable SharesSecurities. In the event any dispute relating to this Section 9.5 13(j) shall arise, then such dispute shall promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section)holders of a majority of the Registrable Securities, whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company proposes to consummate any consolidation, merger, binding share exchange or reorganization in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors Stockholders would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investors, grant to the Investors Stockholders registration rights which shall be no less favorable to the Investors Stockholders than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 1.1 consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares immediately before such event, then the Investors Stockholders shall be entitled to registration rights with respect to all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable Shares. In the event any dispute relating to this Section 9.5 7.4 shall arise, then such dispute shall promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section), whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company proposes ----------- -------------------------------- to consummate any consolidation, merger, binding share exchange or reorganization in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investors, grant to the Investors registration rights which shall be no less favorable to the Investors than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 1.1 ----------- consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares immediately before such event, then the Investors shall be entitled to registration rights with respect to all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable Shares. In the event any dispute relating to this Section 9.5 shall arise, then such dispute shall promptly thereafter be ----------- submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section), whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company proposes to consummate any consolidation, merger, binding share exchange or reorganization to which the Company is a party and in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person entity of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors Stockholders would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares Securities held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person entity (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investorsholders of a majority of the Registrable Securities, grant to the Investors Stockholders registration rights with respect to such common stock, other capital stock or other securities which shall be no less favorable to the Investors Stockholders than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series Common Stock) or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares Common Stock immediately before such event, then the Investors Stockholders shall be entitled to registration rights with respect to such all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable SharesSecurities. In the event any dispute relating to this Section 9.5 13(k) shall arise, then such dispute shall promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section)holders of a majority of the Registrable Securities, whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company -------------------------------- proposes to consummate any consolidation, merger, binding share exchange or reorganization in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investors, grant to the Investors registration rights which shall be no less favorable to the Investors than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 consisting of or including any securities ------------ other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares immediately before such event, then the Investors shall be entitled to registration rights with respect to all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable Shares. In the event any dispute relating to this Section 9.5 shall arise, then such dispute shall ----------- promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section), whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.

Certain Mergers and Other Events. If the Company proposes to consummate any consolidation, merger, binding share exchange or reorganization to which the Company is a party and in which the Company is not the continuing corporation or any sale, conveyance, transfer or lease to another Person entity of the properties and assets of the Company as an entirety or substantially as an entirety and if, as a result of or in connection with such transaction, the Investors Stockholders would receive or would be entitled to receive, in exchange for or otherwise with respect to the Registrable Shares Securities held by them, any common stock, other capital stock or other securities of the successor or acquiring corporation or any Affiliate affiliate thereof or any Rights for any such common stock, capital stock or other securities, then the Company shall not consummate such transaction unless the successor or acquiring Person entity (as the case may be) shall, in a manner reasonably satisfactory to the Majority Investorsholders of a majority of the Registrable Securities, grant to the Investors Stockholders registration rights with respect to such common stock, other capital stock or other securities which shall be no less favorable in all material respects to the Investors Stockholders than the provisions of this Agreement. In the event of (i) any reclassification, reorganization or change of the outstanding shares of Common Stock or other capital stock of the Company, (ii) any consolidation, merger, binding share exchange or reorganization to which the Company is party (other than a consolidation, merger, share exchange or reorganization in which the Company is the continuing corporation and which does not result in any reclassification of or change in the Registrable Shares of any class, series Common Stock) or type), (iii) any event which results in the securities deliverable upon exercise or conversion of any Common Stock Rights referred to in the definitions of Registrable Shares in Section 1.01 consisting of or including any securities other than shares of Common Stock, or (iv) any other event of any kind occurs which results in a change in the securities constituting or included in the Registrable Shares Common Stock immediately before such event, then the Investors Stockholders shall be entitled to registration rights with respect to such all such securities issued or issuable to them by reason thereof which are comparable in all material respects to those provided for herein with respect to Registrable SharesSecurities. In the event any dispute relating to this Section 9.5 13(k) shall arise, then such dispute shall promptly thereafter be submitted for resolution by an independent law firm of recognized national standing selected by the Company and reasonably acceptable to the Majority Investors (acting as provided above in this Section)holders of a majority of the Registrable Securities, whose decision (with the advice of an independent investment banking firm of recognized national standing selected by such law firm, if such law firm believes it advisable to seek such advice) shall be final and conclusive. The reasonable fees and expenses of such law firm (and of any such investment banking firm) shall be paid by the Company.