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

Company's Consolidation or Merger. Without limiting Section 9 --------------------------------- hereof, 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 of a Note shall thereupon (and thereafter) be entitled to receive, upon the conversion of such Note, 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 deliverable upon conversion of such Note would have been entitled if such 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 6.4 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 that the provisions of the Notes and the Purchase Agreement (including, without limitation, Section 17 hereof) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the conversion of the Notes, including, but not limited to, obtaining a written obligation to supply such securities or property upon such conversion and to be so bound by the Notes.

Company's Consolidation or Merger. Without limiting Section 9 --------------------------------- hereof, if 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 of a Note Holder shall thereupon (and thereafter) be entitled to receive, upon the conversion exercise of such NoteWarrant, 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 deliverable upon conversion of such Note Holder would have been entitled if such conversion 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 6.4 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 Holder that the provisions of the Notes this Warrant and the Purchase Agreement (including, without limitation, Section 17 hereofof the Purchase Agreement) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the conversion exercise of the NotesWarrant, including, but not limited to, obtaining a written obligation to supply such securities or property upon such conversion exercise and to be so bound by the NotesWarrant.

Company's Consolidation or Merger. Without limiting Section 9 --------------------------------- hereof, if 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 of Preferred Stock or a Note Warrant shall thereupon (and thereafter) thereafter be entitled to receive, upon the conversion of such Note, in whole or in partthereof, the securities or other property to which (and upon the same terms and with the same rights as) a holder of the number of Conversion Shares then deliverable upon the conversion of such Note thereof would have been entitled if upon such conversion 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 to have been satisfied), and such conversion rights shall thereafter continue to be subject to further subsequent adjustments under Section 6.4 hereof. The ), and 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 that the provisions of the Notes and the Purchase this Agreement (including, without limitation, Section 17 hereof) shall thereafter be applicable in relation to any securities or property thereafter deliverable upon the conversion of the NotesPreferred 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 conversion 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 Notesforegoing purposes.