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 with or into another Person, or the Company shall sell, transfer or lease all or substantially all of its assets, or the Company shall change its Common Stock into property or other securities, then, in any such case, the Holder shall thereupon (and thereafter) be entitled to receive, upon the exercise 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) the Holder would have been entitled if such exercise had occurred immediately prior to such consolidation or 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 6.1 hereof. The Company shall take such steps in connection with such consolidation or merger, such sale of assets or such change as may be necessary to assure such Holder that the provisions of this Warrant and the Purchase Agreement (including, without limitation, Section 17 of the Purchase Agreement) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise of the Warrant, including, but not limited to, obtaining a written obligation to supply such securities or property upon such exercise and to be so bound by the Warrant.

Company's Consolidation or Merger. If Without limiting Section 9 --------------------------------- hereof, if the Company shall at any time --------------------------------- consolidate with or merge with or into another Person, Person or the Company shall sell, transfer or lease all or substantially all of its assets, or the Company shall change its Common Stock into property or other securities, then, in any such case, the Holder holder of a Note shall thereupon (and thereafter) be entitled to receive, upon the exercise conversion of such WarrantNote, 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 Holder number of Shares deliverable upon conversion of such Note would have been entitled if such exercise conversion had occurred immediately prior to such consolidation or 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 6.1 6.4 hereof. The Company shall take such steps in connection with such consolidation or merger, such sale of assets or such change as may be necessary to assure such Holder holder that the provisions of this Warrant the Notes and the Purchase Agreement (including, without limitation, Section 17 of the Purchase Agreementhereof) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise conversion of the WarrantNotes, including, but not limited to, obtaining a written obligation to supply such securities or property upon such exercise conversion and to be so bound by the WarrantNotes.

Company's Consolidation or Merger. If the Company shall at --------------------------------- any time --------------------------------- consolidate with or merge with or into another Person, or corporation (where the Company shall sell, transfer is not the continuing corporation after such merger or lease all or substantially all of its assets, or the Company shall change its Common Stock into property or other securities, then, in any such caseconsolidation), the Holder holder of Preferred Stock or a Warrant shall thereupon (and thereafter) thereafter be entitled to receive, upon the exercise of such Warrant, in whole or in partconversion thereof, the securities or other property to which (and a holder of the number of Conversion Shares then deliverable upon the same terms and with the same rights as) the Holder conversion thereof would have been entitled if upon such exercise consolidation or merger had occurred such holder exercised or converted immediately prior to such consolidation or merger, such sale of assets or such change merger (with any record date requirement being deemed subject to have been satisfiedsubsequent adjustments under Section 6.4 hereof), and such conversion rights shall thereafter continue to be subject to further adjustments under Section 6.1 hereof. The the Company shall take such steps in connection with such consolidation or merger, such sale of assets or such change merger as may be reasonably necessary to assure such Holder holder that the provisions of this Warrant and the Purchase Agreement (including, without limitation, Section 17 of the Purchase Agreement) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the exercise conversion of the WarrantPreferred Stock and the Warrants, including, but not limited to, obtaining a written acknowledgment from the continuing corporation of its obligation to supply such securities or property upon such exercise and to conversion. A sale of all or substantially all the assets of the Company shall be so bound by deemed a consolidation or merger for the Warrantforegoing purposes.