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

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants shall have the right thereafter to exercise its Warrants for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants Options shall have the right thereafter to exercise its Warrants Options for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants Options may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Options shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Corporation with, or merger of the Company Corporation into, any other Person, any merger of another Person into the Company Corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company Corporation to the Person formed by such consolidation or resulting from such merger or which to the Person that acquires such assetsassets pursuant to any such sale or transfer of all or substantially all of the assets of the Corporation, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergersmerger, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case the event that the Company shall be a party to any transaction (including without limitation any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock and other than the reclassification of unissued Common Stock into other stock of the Company), any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person person into the Company (other than a merger which does not result in any a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or Stock of the Company), any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provisions shall be made as part of the terms of such transaction whereby the holder of each Warrant then outstanding shall have the right thereafter to exercise such Warrant only for (i) in the case of any such transaction other than a Common Stock Fundamental Change and subject to funds being legally available for such purpose under applicable law at the time of such exercise, the kind and amount of securities, cash and other property receivable upon such transaction by a holder of the number of shares of Common Stock of the Company for which such Warrant could have been exercised immediately prior to such transaction, and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 6.1(e). The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assetsassets or which acquires the Company's shares, as the case may be, each Holder of Warrants shall have execute an agreement in form and substance reasonably acceptable to the right thereafter to exercise its Warrants Holders evidencing such right. Such agreement shall provide for the kind and amount of securitiesadjustments which, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidationagreement, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertythis Article 6. The above provisions of this Section 9 shall similarly apply to each and every successive consolidations, mergers, sales, leases or transferstransaction of the foregoing type.

Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) ), or any sale or transfer of all or substantially all of the assets of the Company to or of the Person entity formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each after the date hereof, the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent , assuming (i) such holder of Stock is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the effective date case may be ("Constituent Person"), or an Affiliate of such a Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer of assets shall be which includes an election as nearly equivalent as may be practicable to the adjustments provided for herein. In any consideration to be received by the holders, such event, effective provisions shall be made in the certificate or articles holder of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the Stock failed to exercise its rights of election as to the Holders kind or amount of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions other property receivable upon such consolidation, merger, sale or transfer (provided however that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Stock held immediately prior to such consolidation, merger, sale or transfer by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 9 the kind and amount of securities, cash, and other property receivable upon such consolidation, merger, sale or transfer by each Non-Electing Share shall similarly apply be deemed to successive consolidationsbe the kind and amount so receivable per share by a plurality of the Non-Electing Shares). For purposes of this Section 5, mergers"Affiliate" shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934, sales, leases or transfersas amended (the "1934 Act").

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 8 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any --------------------------------------- consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants shall have the right thereafter to exercise its Warrants for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) ), or any sale or transfer of all or substantially all of the assets of the Company to or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. . (b) Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 5 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) ), or any sale or transfer of all or substantially all of the assets of the Company to or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of or shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. . (b) Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of or incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 5 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case the event that the Company shall be a party to any transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in any a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (c) any sale, transfer or any sale or transfer lease of all or substantially all of the properties and assets of the Company on a consolidated basis or (d) any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Security then outstanding shall have the right thereafter to convert such Security only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the - 88 - 97 Company into which such Security could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires such assetsthe Company's shares, as the case may be, each Holder shall make provision in its certificate or articles of Warrants incorporation or other constituent document, and shall have the right thereafter enter into a supplemental indenture to exercise its Warrants establish such right. Such certificate or articles of incorporation or other constituent document and such supplemental indenture shall provide for the kind and amount of securitiesadjustments which, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent document, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertythis Article XIII. The above provisions of this Section 9 shall similarly apply to successive consolidations, mergers, sales, leases or transferstransactions of the foregoing type.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company to or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 paragraph 4 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In addition to any other rights of Registered Holders set forth herein. In case of any consolidation of the Company Bank with, or merger of the Company Bank into, any other Person, any merger of another Person into the Company Bank (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company Bank to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants all Registered Holders shall have the right thereafter to exercise its their Warrants for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's their Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments Adjustment for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as on may be practicable to the adjustments provided for hereinin this Agreement. In any such event, effective provisions shall be made in the certificate or articles exercises of incorporation Incorporation of the resulting or surviving corporation, in . In any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Registered Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly separately assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 Paragraph 3.2. shall similarly similarily apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, any consolidation of the Company Corporation with, or merger of the Company Corporation into, any other Personperson, any merger of another Person person into the Company Corporation (other than a merger which that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or ), any sale or transfer of all or substantially all of the assets of the Company Corporation or any compulsory share exchange, pursuant to which share exchange the Person formed by Common Stock is converted into other securities, cash or other property (any of the foregoing being herein referred to as a “Transaction”), then lawful provision shall be made as part of the terms of such consolidation or resulting from such merger or which acquires such assets, as Transaction whereby the case may be, holder of each Holder share of Warrants Series A Preferred Stock then outstanding shall have the right thereafter to exercise its Warrants for convert such share only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transaction by a holder of the number of shares of Common Stock for of the Corporation into which such Holder's Warrants may share of Series A Preferred Stock could have been exercised converted immediately prior to such consolidationTransaction. As a condition to the consummation of any Transaction, mergerthe Corporation shall require that the person formed by such consolidation or resulting from such merger or that acquires such assets or that acquires the Corporation’s shares, sale as the case may be, shall make provisions in its certificate or transferarticles of incorporation or other constituent documents to establish such right. Adjustments Such certificate or articles of incorporation or other constituent documents shall provide for adjustments which, for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent documents, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertythis Section 6. The above provisions of this Section 9 shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases transfers or transfersshare exchanges.

Consolidation, Merger or Sale of Assets. (a) In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) ), or any sale or transfer of all or substantially all of the assets of the Company to or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. . (b) Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case If New --------------------------------------- Hillhaven shall at any time Consolidate with or merge into another corporation, the holder of any consolidation Warrants will thereafter receive, upon the exercise thereof in accordance with the terms of this Agreement, the securities or property to which the holder of the Company with, number of shares of New Hillhaven Common Stock then deliverable upon the exercise of such Warrants would have been entitled upon such consolidation or merger and New Hillhaven shall take such steps in connect ion with such consolidation or merger as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property (including cash) thereafter deliverable upon the exercise of the Company intoWarrants; provided, however, that if upon -------- ------- any other Personsuch consolidation or merger different holders of New Hillhaven Common Stock shall be entitled to receive different forms of consideration, any merger the form of another Person into such consideration thereafter deliverable upon the Company (other than exercise of the Warrants shall be as determined by the Board of Directors of New Hillhaven as constituted immediately prior to such consolidation or merger. New Hillhaven or the successor corporation, as the case may be, shall execute and deliver to the Warrant Agent a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any supplemental agreement so providing. A sale or transfer of all or substantially all of the assets of New Hillhaven for a consideration (apart from the Company to the Person formed by such assumption of obligations) consisting primarily of securities shall be deemed a consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants shall have the right thereafter to exercise its Warrants for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertyforegoing purposes. The provisions of this Section 9 12 shall similarly apply to successive consolidations, mergers, sales, leases mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company Corporation with, or merger of the Company Corporation into, any other Person, any merger of another Person into the Company Corporation (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company Corporation to the Person formed by formedby such consolidation or resulting from such merger or which to the Person that acquires such assetsassets pursuant to any such sale or transfer of all or substantially all of the assets of the Corporation, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 shall similarly apply to successive consolidations, mergersmerger, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In addition to any other rights of Registered Holders set forth herein, in case of any consolidation of the Company Bank with, or merger of the Company Bank into, any other Person, any merger of another Person into the Company Bank (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Company Bank to the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each Holder of Warrants all Registered Holders shall have the right thereafter to exercise its their Warrants for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's their Warrants may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin this Agreement. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract contact of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Registered Holders of the Warrants shall thereafter continue to be applicable; , and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 Paragraph 3.2 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, with or into any other Person, any merger of another Person into the Company entity (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) ), or any sale or transfer of all or substantially all of the assets of the Company to or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, each the Holder of Warrants shall have the right thereafter to exercise its Warrants this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Stock for which such Holder's Warrants this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the effective date of such a consolidation, merger, merger and sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for hereinin Section 2 hereof. In any such event, effective provisions shall be made in the certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, merger, conveyance, leaselease or transfer, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the Holders of the Warrants Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and property. The provisions of this Section 9 2(d) shall similarly apply to successive consolidations, mergers, sales, leases or transfers.