Common use of Company's Consolidation or Merger Clause in Contracts

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge into another entity (where the Company is not the continuing corporation after such merger or consolidation), the holder of a Warrant shall thereafter be entitled to receive, upon the exercise thereof in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 hereof), and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase Agreement shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of this Warrant, including, but not limited to, obtaining a written acknowledgment from the continuing entity of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreement. A sale, transfer or lease (in one, or a series of related, transactions) of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.

Company's Consolidation or Merger. If Except as otherwise provided in Section 9.1 hereof, if the Company shall at any time consolidate or merge with or merge into another entity corporation, (where a) the Company is not shall give at least five (5) days prior written notice to the continuing corporation after holders of the Convertible Notes of such consolidation or merger or consolidation)and the terms thereof, and (b) the holder of a Warrant Convertible Note shall thereafter be entitled to receive, upon the exercise thereof in whole or in partconversion thereof, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise conversion thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 hereof)merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase this Agreement shall thereafter be applicable applicable, as nearly as reasonably may be in relation to any securities or property thereafter deliverable upon the exercise conversion of this Warrant, the Convertible Note including, but not limited to, obtaining a written acknowledgment from the continuing entity corporation or other appropriate corporation of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreementconversion. A saleExcept as otherwise provided in Section 9.1 hereof, transfer or lease (in one, or a series of related, transactions) sale of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge with and into another entity corporation, (where a) the Company is not shall give at least twenty (20) days prior written notice to the continuing corporation after holders of the Convertible Notes of such consolidation or merger or consolidation)and the terms thereof, and (b) the holder of a Warrant Convertible Note shall thereafter be entitled to receive, upon the exercise thereof in whole or in partconversion thereof, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise conversion thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 hereof)merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase this Agreement shall thereafter be applicable applicable, as nearly as reasonably may be in relation to any securities or property thereafter deliverable upon the exercise conversion of this Warrant, the Convertible Note including, but not limited to, obtaining a written acknowledgment acknowledgement from the continuing entity corporation or other appropriate corporation of its obligation to supply such securities or property upon such exercise conversion and to be so bound by honor the Warrant obligations under this Agreement and the Purchase AgreementConvertible Notes. A sale, transfer or lease (in one, or a series of related, transactions) sale of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposespurposes as well as Section 9.3 hereof.

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge into another entity (where the Company is not the continuing corporation after such merger or consolidation), the holder of a Warrant shall thereafter be entitled to receive, upon the exercise thereof in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 hereof), and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase Agreement shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of this Warrant, including, but not limited to, obtaining a written acknowledgment from the continuing entity of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreement. A sale, transfer or lease (in one, or a series of related, transactions) of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.the

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge with or into another entity (where Person, or the Company is not shall sell, transfer or lease all or substantially all of its assets, or the continuing corporation after Company shall change its Common Stock into property or other securities, then, in any such merger or consolidation)case, the holder of a Warrant Holder shall thereafter thereupon (and thereafter) be entitled to receive, upon the exercise thereof of such Warrant, in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise thereof Holder would have been entitled upon if such exercise had occurred immediately prior to such consolidation or merger merger, such sale of assets or such change (subject with any record date requirement being deemed to adjustments under Section 2.2 hereofhave been satisfied), and the such conversion rights shall thereafter continue to be subject to further adjustments under this Section 5.2. The Company shall take such steps in connection with such consolidation or merger merger, such sale of assets or such change as may be necessary to assure such holder Holder that the provisions of the Warrants this Warrant and the Purchase Agreement (including, without limitation, Section 14 of the Purchase Agreement) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of this the Warrant, including, but not limited to, obtaining a written acknowledgment from the continuing entity of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreement. A sale, transfer or lease (in one, or a series of related, transactions) of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposesWarrant.

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge with or into another entity (where Person, or the Company is not shall sell, transfer or lease all or substantially all of its assets, or the continuing corporation after Company shall change its Common Stock into property or other securities, then, in any such merger or consolidation)case, the holder of a Warrant Holder shall thereafter thereupon (and thereafter) be entitled to receive, upon the exercise thereof of such Warrant, in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise thereof Holder would have been entitled upon if such exercise had occurred immediately prior to such consolidation or merger merger, such sale of assets or such change (with any record date requirement being deemed to have been satisfied), and such conversion rights shall thereafter continue to be subject to further adjustments under Section 2.2 6.1 hereof), and the . The Company shall take such steps in connection with such consolidation or merger merger, such sale of assets or such change as may be necessary to assure such holder Holder that the provisions of the Warrants this Warrant and the Purchase Agreement (including, without limitation, Section 15 of the Purchase Agreement) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of this the Warrant, including, but not limited to, obtaining a written acknowledgment from the continuing entity of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreement. A sale, transfer or lease (in one, or a series of related, transactions) of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposesWarrant.

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge into another entity corporation (where the Company is not the continuing corporation after such merger or consolidation), the holder of a Warrant shall thereafter be entitled to receive, upon the exercise thereof in whole or in part, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 3.2 hereof), and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase Agreement Warrant shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of this Warrant, including, but not limited to, obtaining a written acknowledgment from the continuing entity corporation of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase AgreementWarrant. A sale, transfer or lease (in one, or a series of related, transactions) of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.

Company's Consolidation or Merger. If Except as otherwise provided in Section 9.1 hereof, if the Company shall at any time consolidate with or merge into another entity corporation, (where a) the Company is not shall give at least five (5) days prior written notice to the continuing corporation after holders of the Convertible Debentures of such consolidation or merger or consolidation)and the terms thereof, and (b) the holder of a Warrant Convertible Debenture shall thereafter be entitled to receive, upon the exercise thereof in whole or in partconversion thereof, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise conversion thereof would have been entitled upon such consolidation or merger (subject to adjustments under Section 2.2 hereof)merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase this Agreement shall thereafter be applicable applicable, as nearly as reasonably may be in relation to any securities or property thereafter deliverable upon the exercise conversion of this Warrant, the Convertible Debenture including, but not limited to, obtaining a written acknowledgment from the continuing entity corporation or other appropriate corporation of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreementconversion. A saleExcept as otherwise provided in Section 9.1 hereof, transfer or lease (in one, or a series of related, transactions) sale of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.

Company's Consolidation or Merger. If the Company shall at any time consolidate with or merge into another entity corporation (where the Company is not the continuing corporation after such merger or consolidation), the holder of a Convertible Note or a Warrant shall thereafter be entitled to receive, upon the exercise thereof in whole or in partconversion thereof, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Shares then deliverable upon the exercise conversion thereof would have been entitled upon such consolidation or merger had such holder exercised or converted immediately prior to such consolidation or merger (subject to subsequent adjustments under Section 2.2 6.4 hereof), and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure such holder that the provisions of the Warrants and the Purchase this Agreement shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise conversion of this Warrantthe Convertible Notes and the Warrants, including, but not limited to, obtaining a written acknowledgment from the continuing entity corporation of its obligation to supply such securities or property upon such exercise and to be so bound by the Warrant and the Purchase Agreementconversion. A sale, transfer or lease (in one, or a series of related, transactions) sale of all or substantially all of the assets of the Company to another person shall be deemed a consolidation or merger for the foregoing purposes.