Common use of Consolidation, Merger and Sale of Assets Clause in Contracts

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so long as: (i) the successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) the Company provides written notice of such assumption to the Warrant Agent. (b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust corporation organized under the laws of the United States or any of its political subdivisions so long as: (i) the successor expressly assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) an Officer’s Certificate and an Opinion of Counsel, each stating that the Company provides written notice consolidation, merger, sale, lease or other transfer complies with the provisions of such assumption this Warrant Agreement, have been delivered to the Warrant Agent. (b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions or the laws of the Netherlands so long asas the Company is the surviving corporation or in the event that the Company is not the surviving corporation: (i) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) the successor to the Company provides written notice of such assumption to the Warrant Agent. (b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (ai) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so long as: (iA) the successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and (iiB) the Company provides written notice of such assumption to the Warrant Agent. (bii) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. The provisions set forth in this Section 12(h) are subject, in all cases, to the provisions set forth in Section 12(g)(v).

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent In case of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets any consolidation of the Company and its subsidiaries with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety to entirety, upon any corporationsuch consolidation, limited liability companymerger, partnership sale or trust organized under the laws of the United States or any of its political subdivisions so long as: conveyance (i) the successor assumes all the Company’s obligations under this Warrant Agreement surviving entity is a publicly traded company and the Warrants; and (ii) the consideration to be received by the holders of the Company's Common Stock includes publicly traded equity interests in the surviving entity or its parent corporation, the Company provides written notice agrees that a condition of such assumption transaction will be that the successor or purchasing corporation, as the case may be, shall assume the obligations of the Company hereunder in writing. In the case of any such consolidation, merger or sale or conveyance, the Holder shall have the right until the Expiration Date upon payment of the Exercise Price in effect immediately prior to such action, to receive the kind and amount of shares and other securities and/or property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the Warrant Agentadjustments provided for in this Section 3. The provisions of this Section 3.2(a) shall similarly apply to successive consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale, lease sale or other transfer and upon any such assumption conveyance (i) the surviving entity is a non-publicly traded company or (ii) the consideration to be received by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead holders of the Company, and subject to all 's Common Stock does not include any publicly traded equity interests in the terms, conditions and limitations in this Warrant Agreement prescribedsurviving entity or its parent corporation, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants Company agrees that previously shall have been signed and delivered by the officers a condition of such transaction will be that the Company shall mail to the Warrant Agent Holder at the earliest applicable time (and, in any event not less than ten (10) days before any record date for authentication, and any Warrants which such successor entity thereafter shall cause determining the persons entitled to be signed and delivered to receive the Warrant Agent for such purpose.consideration payable in such

Consolidation, Merger and Sale of Assets. Neither the Company nor the Parent shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its properties and assets to, another Person, unless: (a) The Company maythe resulting, without surviving or transferee Person (the consent “Successor Company”), if not the Parent or the Company, shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the WarrantholdersParent or the Company, consolidate withas applicable, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of Securities, this Indenture and, to the United States or any of its political subdivisions so long as:extent then still operative, the Registration Rights Agreement; (ib) the successor assumes all the Company’s obligations under this Warrant Agreement immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and the Warrantsbe continuing; and (iic) the Company provides written notice of such assumption shall have delivered to the Warrant Agent. (b) In case Trustee an Officers’ Certificate and an Opinion of any Counsel, stating that such consolidation, merger, sale, lease merger or other transfer and upon any such assumption supplemental indenture, if any, comply with this Indenture. For purposes of this Section 4.01, the conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Parent or the Company, which properties and assets, if held by the successor corporationParent or the Company instead of such Subsidiaries, limited liability companywould constitute all or substantially all of the properties and assets of the Parent or the Company on a consolidated basis, partnership shall be deemed to be the transfer of all or trustsubstantially all of the properties and assets of the Parent or the Company, such successor entity shall as applicable. The Successor Company will succeed to to, and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signedfor, and may issue any exercise every right and power of, the Parent or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed under this Indenture, but, in the case of a lease of all or substantially all its properties and delivered by assets, the officers of Parent or the Company Company, as applicable, will not be released from the obligation to pay the Warrant Agent for authenticationprincipal of, and interest (including any Warrants which such successor entity thereafter shall cause to be signed and delivered to Additional Interest) on, the Warrant Agent for such purposeSecurities.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent In case of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets any consolidation of the Company and its subsidiaries with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety to entirety, upon any corporationsuch consolidation, limited liability companymerger, partnership sale or trust organized under the laws of the United States or any of its political subdivisions so long as: conveyance and (i) the successor assumes all the Company’s obligations under this Warrant Agreement surviving entity is a publicly traded company and the Warrants; and (ii) the consideration to be received by the holders of the Company's Common Stock includes publicly traded equity interests in the surviving entity or its parent corporation, the Company provides written notice agrees that a condition of such assumption transaction will be that the successor or purchasing corporation, as the case may be, shall assume the obligations of the Company hereunder in writing. In the case of any such consolidation, merger or sale or conveyance, the Holder shall have the right until the Expiration Date upon payment of the Exercise Price in effect immediately prior to such action, to receive the kind and amount of shares and other securities and/or property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had this Warrant been exercised immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the Warrant Agentadjustments provided for in this Section 3. The provisions of this Section 3.2(a) shall similarly apply to successive consolidations, mergers, sales or conveyances. (b) In case of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, upon any such consolidation, merger, sale, lease sale or other transfer conveyance and upon any such assumption (i) the surviving entity is a non-publicly traded company or (ii) the consideration to be received by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead holders of the Company's Common Stock does not include any publicly traded equity interests in the surviving entity or its parent corporation, the Company agrees that a condition of such transaction will be that the Company shall mail to the Holder at the earliest applicable time (and, in any event not less than ten (10) days before any record date for determining the persons entitled to receive the consideration payable in such transaction) written notice of the transaction. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price of and subject to all the termskind and amount of the shares of stock and other securities and property deliverable upon exercise of this Warrant. Upon the closing of the transaction referenced in the foregoing notice, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter extent then unexercised shall cause to be signed and delivered to the Warrant Agent for such purposeterminate.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions (a “Successor Entity”) so long as: (i) the successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) the Company provides written notice of such assumption to the Warrant Agent. (b) In Subject to Section 3.03, in case of any such consolidation, merger, sale, lease or other transfer that is not a Deemed Liquidation Event and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity Successor Entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity Successor Entity thereupon may cause to be signed, and may issue any or all of the Warrants Warrant Certificates issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entitySuccessor Entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants Warrant Certificates that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants Warrant Certificates which such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so long asprovided that: (i) the successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; (ii) if as a result of such transaction Warrants become exercisable for common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of the issuer of Warrants or such successor under the Warrants and this Warrant Agreement; and (iiiii) an Officer’s Certificate and an Opinion of Counsel, each stating that the Company provides written notice consolidation, merger or transfer complies with the provisions of such assumption this Warrant Agreement, have been delivered to the Warrant Agent. (b) In case of any such consolidation, merger, sale, lease sale or other transfer conveyance and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity corporation shall succeed to and be substituted for the Company Warrants Issuer with the same effect as if it had been named herein as the CompanyWarrants Issuer. Such successor entity corporation thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the CompanyWarrants Issuer; and, upon the order of such successor entitycorporation, instead of the CompanyWarrants Issuer, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company Warrants Issuer to the Warrant Agent for authentication, and any Warrants which such successor entity corporation thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so long as: (i) the successor assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) an Officer’s Certificate and an Opinion of Counsel, each stating that the Company provides written notice consolidation, merger, sale, lease or other transfer complies with the provisions of such assumption this Warrant Agreement, have been delivered to the Warrant Agent. (b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation, limited liability company, partnership or trust organized under the laws of the United States or any of its political subdivisions so long as(a “Successor Entity”); provided that, in each case that is not a Deemed Liquidation Event and the Company will not be the continuing Person: (ia) the successor assumes Successor Entity shall assume all of the Company’s obligations under this Warrant Agreement (which must first be amended pursuant to Section 4.07 if applicable in connection with a Fundamental Change) and the Warrants; and (ii) the Company provides Warrants and shall provide written notice of such assumption to the Warrant Agent.Agent promptly following the consummation of such transaction; and (b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption pursuant to (a) above by the successor corporation, limited liability company, partnership or trustSuccessor Entity, such successor entity Successor Entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity Successor Entity thereupon may cause to be signed, and may issue any or all of the Warrants Warrant Certificates issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entitySuccessor Entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants Warrant Certificates that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants Warrant Certificates which such successor entity Successor Entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.