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 Common Shares) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Common Shares for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Shares) 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, the Holder shall have the right thereafter to exercise this Warrant for the kind execute an agreement in form and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of Common Shares for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as substance reasonably acceptable to the consideration to be received by the holdersHolders evidencing such right. Such agreement shall provide for adjustments which, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidationagreement, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 propertyArticle 6. The above provisions of this paragraph (i) shall similarly apply to each and every successive consolidations, mergers, sales, leases or transfers. Notwithstanding transaction of the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)type.

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of If any consolidation of the Company with, or merger of the Company intowith or into another corporation, any other Person, any merger of another Person into or the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the its assets to another corporation shall be effected in such a way that holders of the Company Exercise Shares shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Exercise Shares, then, as a condition of the Person formed by such consolidation or resulting from such consolidation, merger or which acquires such assetssale, as the case may be, the lawful and adequate provision shall be made whereby Holder shall have the right thereafter to acquire and receive, upon exercise of this Warrant for the kind and amount of securitiesWarrant, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder in lieu of the number of Common Shares for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exerciseExercise Shares, such shares of stock, other securities, cash and property. The provisions or other property issuable or payable (as part of this paragraph (ithe reorganization, reclassification, consolidation, merger or sale) shall similarly apply with respect to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions in exchange for such number of this paragraph (i), the treatment outstanding Exercise Shares as would have been received upon exercise of this Warrant at the Exercise Price. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument mailed or delivered to Holder at the last address of Holder appearing on the books of the Company, the obligation to deliver to Holder such shares of stock, securities or assets as, in connection accordance with the merger foregoing provisions, Holder may be entitled to receive. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Exercise Shares, the Company shall not effect any consolidation, merger or sale with and into Xxxxxxx Corporation the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale Holder shall be governed have been given a reasonable opportunity to then elect to receive upon the exercise of this Warrant either the stock, securities or assets then issuable with respect to the Exercise Shares or the stock, securities or assets, or the equivalent, issued to previous holders of Exercise Shares in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by paragraph (o)or under common control with the given person.

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Common Shares) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange 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 Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent 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 purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exerciseexercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases sales or transfers. Notwithstanding the foregoing provisions For purposes of this paragraph (i)9, the treatment "Person" shall not include any entity of this Warrant in connection with the merger which securities or other ownership interests having ordinary voting power to elect a majority of the Company with and into Xxxxxxx Corporation shall be governed board of directors or other persons performing similar functions are owned directly or indirectly by paragraph (o)the Company.

Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, 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 that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) 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 share exchange the Common Stock is converted into other securities, cash or other property, the lawful provision shall be made as part of the Person formed by terms of such consolidation or resulting from such merger or which acquires such assets, as transaction whereby the case may be, the Holder holder of this Note shall have the right thereafter thereafter, during the period such share shall be convertible hereunder, to exercise convert this Warrant for Note only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by a holder of the number of shares of Common Shares for Stock of the Company into which this Warrant may Note might have been exercised converted immediately prior to such reclassification, consolidation, merger, sale sale, transfer or transfer, share exchange assuming (i) such holder of Common Shares Stock of the Company (i) is not a Person person with which the Company consolidated or into which the Company merged or which that merged into the Company or Company, to which such sale or transfer was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate affiliate of a constituent Person person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassi fication, consolidation, merger, sale sale, transfer or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange is not the same for each share of Common Share Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer for share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments The Company, the person formed by such consolidation or resulting from such merger or that acquires such assets or that acquires the Company's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments that, for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent document, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 propertySection 5. The above provisions of this paragraph (i) shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases transfers or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)share exchanges.

Consolidation, Merger or Sale of Assets. In Notwithstanding any other provision herein to the contrary, in case of any consolidation of or merger to which the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company is a party (other than a merger or consolidation in which does the Company is the continuing corporation and in which the Company's Common Stock outstanding immediately prior to the merger or consolidation is not result exchanged for cash or the securities or other property of another corporation), or in any reclassification, conversion, exchange or cancellation case of outstanding Common Shares) or any sale or transfer of all or substantially all conveyance to another corporation of the assets property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (other than in connection with a merger or acquisition), the Person corporation formed by such consolidation or resulting from such the corporation whose securities, cash or other property will immediately after the merger or which acquires consolidation be owned, by virtue of the merger or consolidation by the holders of Common Stock of the Company immediately prior to the merger, or the corporation that shall have acquired such assetsassets or securities of the Company, as the case may be, shall promptly execute and deliver to the Holder Trustee a supplemental indenture providing that the holder of each Security then outstanding shall have the right thereafter to exercise this Warrant for convert such Security into the kind and amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance by a holder of the number of shares of Common Shares for Stock into which this Warrant may such Security might have been exercised converted immediately prior to such consolidation, merger, statutory exchange, sale or transfer, conveyance assuming (i) such holder of Common Shares is Stock did 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance (provided that that, if the kind or amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance is not the same for each share of Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and Stock in respect of which such rights of election shall not have been exercised (a "NONnon-ELECTING SHAREelecting share"), then for the purpose purposes of this paragraph (i) Section 1311, the kind and amount of securities, cash and or other property receivable upon such consolidation, merger, statutory exchange, sale or transfer conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments Such supplemental indenture shall provide for events subsequent appropriate adjustment with respect to the effective date rights of such a consolidationthe holders of the Securities, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so end that the provisions set forth herein for in this Article Thirteen shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the protection conversion of the rights of Securities. Any such adjustment shall be evidenced by a certificate delivered to the Holder shall thereafter continue to be applicable; Trustee and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, cash and propertypaying agent. The above provisions of this paragraph (i) Section 1311 shall similarly apply to successive consolidations, mergers, salesstatutory exchanges, leases sales or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)conveyances.

Consolidation, Merger or Sale of Assets. In case the event 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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of to the Person formed by such consolidation or resulting from such merger or which acquires such assetsmerger, as the case may be, the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash and and/or other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to . In determining the kind or and amount of securities, cash and and/or other property receivable upon such consolidation, merger, sale or transfer (provided that transfer, if the kind or amount holders of securities, cash and other property receivable Common Stock have the right to elect as to the consideration to be received upon the consummation of such consolidation, merger, sale or transfer is not the same for each Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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")transfer, then for the purpose of this paragraph (i) consideration that the kind and amount of securities, cash and other property receivable Holder shall be entitled to receive upon such consolidation, merger, sale or transfer for each non-electing share exercise shall be deemed to be the kind and amount so receivable per share of consideration received by a plurality the majority of the non-electing sharesall holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Adjustments for events subsequent to the effective date of such a consolidation, merger and merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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 or transferlease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Common Shares) shares of Stock), or any sale or transfer of all or substantially all of the assets of the Company or of the Person entity formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, after the date hereof, the Holder shall have the right thereafter to exercise 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 Common Shares shares of Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person 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 case may be ("CONSTITUENT PERSONConstituent Person"), or an Affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, election as to the kind or amount of securities, cash and 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 Common Share share of Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONNon-ELECTING SHAREElecting Share"), then for the purpose purposes of this paragraph (i) Section the kind and amount of securities, cash cash, and other property receivable upon such consolidation, merger, sale or transfer for by each nonNon-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesElecting Shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 For purposes of this paragraph (i) shall similarly apply to successive consolidationsSection 5, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)."

Consolidation, Merger or Sale of Assets. In case of any permitted consolidation of the Company Borrower with, or merger of the Company into, any other Person, or in case of any merger of another Person into the Company Borrower (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) Stock), or in case of any permitted sale or transfer of all or substantially all of the assets of the Company or of Borrower, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the shall agree and provide or cause provision to be made so that a Holder shall have the right thereafter right, during the period this Note shall be convertible, to exercise convert this Warrant for Note into the kind and amount of securities, cash and other property receivable immediately prior to or upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares for Stock into which this Warrant may Note might have been exercised immediately prior to such consolidation, merger, sale or transferconverted by its terms (at the Holder sole discretion), assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company Borrower or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a “Constituent Person”), or an Affiliate affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its such Person’s rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON“non-ELECTING SHARE"electing share”), then for the purpose of this paragraph (iC) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 above provisions of this paragraph (iC) shall similarly apply to successive consolidations, mergers, sales, leases sales or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) Section 10 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).nearly

Consolidation, Merger or Sale of Assets. In case of any permitted consolidation of the Company Borrower with, or merger of the Company into, any other Person, or in case of any merger of another Person into the Company Borrower (other than a consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) Stock), or in case of any permitted sale or transfer of all or substantially all of the assets of the Company or of Borrower, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the shall agree and provide or cause provision to be made so that a Holder shall have the right thereafter right, during the period this Note shall be convertible, to exercise convert this Warrant for Note into the kind and amount of securities, cash and other property receivable immediately prior to or upon such consolidation, merger, sale or transfer by a holder of the number of shares of Common Shares for Stock into which this Warrant may Note might have been exercised immediately prior to such consolidation, merger, sale or transferconverted by its terms (at the Holder sole discretion), assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company Borrower or to which such sale or transfer was made, as the case may be (a "CONSTITUENT PERSONConstituent Person"), or an Affiliate affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its such Person's rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (iC) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 above provisions of this paragraph (iC) shall similarly apply to successive consolidations, mergers, sales, leases sales or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to thereafter, upon exercise of this Warrant for in accordance with and subject to all of the provisions of this Warrant, to receive 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 Shares Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or convert 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 Shares Stock for which this Warrant may have been exercised or converted immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Class C Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Class C Common Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of shares of Class C Common Shares Stock is not a Person with which the Company consolidated or into which the Company merged or 10 11 which merged into the Company or to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of shares of Class C Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Class C Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided PROVIDED 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) Section I the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) Section I shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of any consolidation of the event the Company consolidates with, merges 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 Common Shares) or any sale or transfer of sells all or substantially all of its property and assets to another entity, and in connection therewith, consideration to the assets holders of shares of Common Stock in exchange for their shares is (a) not payable solely in cash, each Warrant thereafter shall entitle the holder thereof to receive (upon exercise of the Company Warrant) the number of shares of capital stock or other securities or property that the holder of any shares of Common Stock is entitled to receive upon completion of such consolidation, merger or sale of assets (the “Merger Consideration”) or (b) payable solely in cash (“Cash Payment”), or in the event of the Person formed by dissolution, liquidation or winding-up of the Company, then the holders of the Warrants shall receive distributions on an equal basis with the holders of shares of Common Stock or other securities issuable upon exercise of the Warrants, as if the Warrants had been exercised immediately prior to such consolidation event, less the Warrant Price. Upon receipt of the Merger Consideration or resulting from such Cash Payment, if any, the Warrants will expire and the rights of the holders thereof will cease. In the event a Warrant Holder is entitled, pursuant to the provisions of this Section 5.1, to receive the Merger Consideration or a Cash Payment as a result of any consolidation, merger or which acquires such sale of assets, the surviving or acquiring entity, and in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with the Warrant Agent the Merger Consideration, Cash Payment or funds, as the case may be, necessary to pay the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder holders of the number of Common Shares for which this Warrant may have been exercised immediately prior to Warrants. After such consolidationMerger Consideration, merger, sale Cash Payment or transfer, assuming (i) such holder of Common Shares 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 madefunds, as the case may be ("CONSTITUENT PERSON")be, and the surrendered Warrant Certificates are received, the Warrant Agent shall make appropriate distribution of the Merger Consideration, Cash Payment or an Affiliate of a constituent Person and (ii) in funds, as the case of a consolidationmay be, merger, sale to such person or transfer which includes an election persons as to the consideration to it may be received directed in writing by the holders, holders surrendering such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)Warrants.

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Thermadyne Holdings Corporation shall be governed by paragraph (on).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this Warrant shall thereafter be exercisable 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 Shares stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfertransfer (in lieu of Common Stock), assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 SHAREnon- electing share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Common Shares) shares of Stock), or any sale or transfer of all or substantially all of the assets of the Company or of the Person entity formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, after the date hereof, the Holder shall have the right thereafter to exercise 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 Common Shares shares of Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person 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 case may be ("CONSTITUENT PERSON"“Constituent Person”), or an Affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, election as to the kind or amount of securities, cash and 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 Common Share share of Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON“Non-ELECTING SHARE"Electing Share”), then for the purpose purposes of this paragraph (i) Section the kind and amount of securities, cash cash, and other property receivable upon such consolidation, merger, sale or transfer for by each nonNon-electing share Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesElecting Shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 For purposes of this paragraph Section 5, “Affiliate” shall have the meaning given to such term in Rule 12b-2 promulgated under the Securities and Exchange Act of 1934, as amended (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o“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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this the 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 Shares Stock for which this the Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONConstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).amount

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 9, the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer Transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer by a holder of the number of shares of Common Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transferTransfer, assuming (i) such holder of Common Shares 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 Transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer Transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer Transfer is not the same for each share of Common Share Stock held immediately prior to such consolidation, merger, sale or transfer Transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for Transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transferTransfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)Transfers.

Consolidation, Merger or Sale of Assets. In case of If ---------------------------------------------------------- any consolidation capital reorganization or reclassification of the Company withcapital stock of the Corporation, or consolidation or merger of the Company intoCorporation with another corporation, any other Person, any merger of another Person into or the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the assets holders of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder Series B Cumulative Convertible Preferred Stock shall have the right thereafter to exercise this Warrant for the kind acquire and amount of securities, cash and other property receivable receive upon such consolidation, merger, sale or transfer by a holder conversion of the number of Common Shares for Series B Cumulative Convertible Preferred Stock, which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share right shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of pari ---- passu with the rights of holders of Parity Dividend Stock and senior to the Holder shall thereafter continue ----- rights of the holders of Junior Dividend Stock and Junior Liquidation Stock (but after and subject to be applicable; the rights of holders of Senior Dividend Stock and any such resulting or surviving corporation shall expressly assume the obligation to deliverSenior Liquidation Stock, upon exerciseif any), such shares of stock, other securities, cash and propertyor other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon conversion of the Series B Cumulative Convertible Preferred Stock at the conversion price then in effect, whether or not such stock is then convertible. The provisions Corporation will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument in reasonable and customary form mailed or delivered to the holders of this paragraph (i) shall similarly apply the Series B Cumulative Convertible Preferred Stock at the last address of each such holder appearing on the books of the Corporation, the obligation to successive consolidationsdeliver to each such holder such shares of stock, mergerssecurities or assets as, sales, leases or transfers. Notwithstanding in accordance with the foregoing provisions of this paragraph (i)provisions, the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall such holder may be governed by paragraph (o)entitled to purchase.

Consolidation, Merger or Sale of Assets. In case of any reclassification of the Common Stock, 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 Shares) or Stock of the Company), any sale or transfer of all or substantially all other disposition of the assets of the Company substantially as an entirety or of any compulsory share exchange pursuant to which share exchange the Person formed by such consolidation Common Stock is converted into other securities, cash or resulting from such merger or which acquires such assetsother property, as the case may be, then the Holder of each Security then outstanding shall have the right thereafter thereafter, during the period such Security shall be convertible, pursuant to exercise this Warrant for Section 1301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange by a holder of the number of shares of Common Shares for Stock of the Company into which this Warrant may such Security might have been exercised converted immediately prior to such reclassification, consolidation, merger, sale sale, other disposition or transfer, share exchange assuming (i) such holder of Common Shares Stock (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or Company, to which such sale or transfer other disposition was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange is not the same for each share of Common Share Stock held immediately prior to such reclassification, consolidation, merger, sale sale, other disposition or transfer share exchange by a Person other others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnon- electing share"), then for the purpose of this paragraph (i) Article the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, other disposition or transfer for share exchange by each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments The Company or the Person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture to establish such right. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such a consolidationsupplemental indenture, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 propertyArticle. The above provisions of this paragraph (i) Section shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases other dispositions or transfersshare exchanges. Notwithstanding Notice of the foregoing execution of such a supplemental indenture shall be given by the Company to each Holder by mailing such notice to his last address appearing on the Security Register. Neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of securities, cash or other property receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, sale, other disposition or share exchange or to any such adjustment, but, subject to the provisions of this paragraph (i)Section 601, the treatment of this Warrant in connection with the merger may accept as conclusive evidence of the Company with correctness of any such provisions, and into Xxxxxxx Corporation shall be governed by paragraph (o)protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon request.

Consolidation, Merger or Sale of Assets. In case If any transaction shall occur, including without limitation (i) any recapitalization or reclassification of shares of Common Shares or any class or series of Common Shares (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 Shares), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, Corporation with or into another person or any merger of another Person person into the Company Corporation (other than a merger in which the Corporation is the surviving corporation and that does not result in any a reclassification, conversion, exchange or cancellation of outstanding Common Shares) , or any sale class or series of Common Shares), (iii) any sale, lease or transfer of all or substantially all of the assets of the Company Corporation, (iv) any compulsory share exchange, or (v) any conversion of all of the Person outstanding Class B Common Shares into Class A Common Shares, pursuant to any of which holders of Class B Common Shares shall be entitled to receive other securities, cash or other property, then appropriate provision shall be made so that the holder of each share of Convertible Preferred Shares then outstanding shall have the right thereafter to receive on account of such share only the kind and amount of the securities, cash or other property that would have been receivable upon such recapitalization, reclassification, consolidation, merger, sale, lease, transfer, share exchange or conversion by a holder of the number of shares of Class B Common Shares issuable upon conversion of such share of Convertible Preferred Shares immediately prior to such recapitalization, reclassification, consolidation, merger, sale, lease, transfer or share exchange, and the Corporation shall not enter into any such merger, consolidation, sale, lease, transfer or share exchange unless the company formed by such consolidation or resulting from such merger or which that acquires such assetsassets or that acquires the Corporation's shares, as the case may be, the Holder shall have the right thereafter to exercise 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 Common Shares for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) make provisions in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions shall be made in the certificate or articles of incorporation or other constituent document or certificate of the resulting merger or surviving corporationother document effecting any such merger, in any contract of consolidation, sale, conveyancelease, lease transfer or transfer, or otherwise so that share exchange to establish such right. Upon the provisions set forth herein for occurrence of any transaction described in the protection of the rights of the 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 paragraph preceding sentence (except clause (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (ithereof), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation Convertible Preferred Shares then outstanding shall be governed by paragraph deemed converted, subject nevertheless to the provisions of Section 8 to the extent applicable. (od).

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 consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to thereafter, upon exercise of this Warrant for in accordance with and subject to all of the provisions of this Warrant, to receive 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Common Shares) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise or exchange 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 Common Shares for which this Warrant may have been exercised or exchanged immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONConstituent Person"), or an Affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its such rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and or sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exerciseexercise or exchange, such shares of stock, other securities, cash and property. The provisions of this paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases sales or transfers. Notwithstanding the foregoing provisions For purposes of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).9,

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company withshall be a party to any transaction (including, or merger of the Company intowithout limitation, any other Persona merger, any merger of another Person into the Company (other than a merger which does not result in any reclassificationconsolidation, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the Company’s assets or recapitalization of the Common Stock but excluding any transaction to which Section 7(a) applies) in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the Person formed by foregoing, then, as a condition of the consummation of such consolidation or resulting from such merger or which acquires such assetstransaction, lawful and adequate provision shall be made so that the holders of Warrants shall be entitled, upon the exercise thereof, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, the Holder shall have the right thereafter to exercise this Warrant into which or for the kind and amount which each share of securities, cash and other property receivable upon such consolidation, merger, sale Common Stock is changed or transfer by a holder of exchanged times (B) the number of shares of Common Shares Stock for which this each Warrant may have been exercised is exercisable immediately prior to the consummation of such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which transaction. In case the Company consolidated or into which the Company merged or which merged into the Company or shall be a party to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a transaction described in this Section 7(e), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions provision shall be made in the certificate or articles by way of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise a supplemental agreement to this Agreement so that the provisions set forth herein for the protection of the exercise rights of the Holder Warrants shall thereafter continue to be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon exercise of the Warrants; and any such the resulting or surviving corporation or other corporation or noncorporate entity issuing or delivering such shares, other securities or property shall expressly assume the obligation to deliver, upon exercisethe exercise of the Warrants, such shares shares, securities or property as the holders of stockthe Warrants shall be entitled to receive, pursuant to the provisions hereof, and to make provision for the protection of the exercise right as above provided. In case shares, securities or property other than Common Stock shall be issuable or deliverable upon exercise as aforesaid, then all references to Common Stock in this Section 7 shall be deemed to apply, so far as provided and as nearly as is reasonable, to any such shares, other securities, cash and securities or property. The provisions of this paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation Such adjustment shall be governed by paragraph (o)made successively in the case of any transaction to which this Section 7(e) applies.

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall Exhibit B-11 47 be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In Subject to the provisions of Section 6(j) hereof, 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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, then, as a condition of such consolidation, merger, sale or transfer, the Holder Company or such person, as the case may be, shall forthwith make lawful and adequate provision whereby the holder of each Warrant then outstanding shall have the right thereafter to exercise this such 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 Shares Stock for which this such Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person 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 case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a constituent Person person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-non- electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantWarrant 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 of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder Holders 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of If any consolidation of the Company withfollowing events, namely (i) the reclassification or merger change of the Company into, any other Person, any merger of another Person into the Company outstanding Common Shares (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), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which does not result holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in any reclassification, conversion, exchange or cancellation of outstanding for such Common Shares, or (iii) or any sale or transfer of all or substantially all conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other entity as a result of which holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Shares, shall occur, then the Person formed by such consolidation Company or resulting from such merger the successor or which acquires such assetspurchasing' entity, as the case may be, shall execute with the Holder Trustee a supplemental indenture (which shall have conform to the right thereafter to exercise this Warrant for Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Security shall be convertible into the kind and amount of securities, cash shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or transfer conveyance by a holder of the number of Common Shares for which this Warrant may have been exercised issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, combination, sale or transferconveyance, assuming (i) such holder of Common Shares (i) 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 case may be (a "CONSTITUENT PERSONConstituent Person"), or an Affiliate of a constituent Constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHAREnonelecting share"), then for the purpose of this paragraph (i) Section 1512 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares). Adjustments Such supplemental indenture shall provide for adjustments that for events subsequent to the effective date of such a consolidation, merger and sale of assets supplemental indenture shall be as a nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 propertyArticle. The above provisions of this paragraph (i) Section 1512 shall similarly apply to successive consolidations, mergers, sales, leases sales or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of any reclassification of Common Stock, any consolidation of the Company Borrower with, or merger of the Company Borrower into, any other Personperson, any merger of another Person person into the Company Borrower (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Shares) or Stock of Borrower), any sale or transfer of all or substantially all of the assets of Borrower or any compulsory share exchange pursuant to which share exchange the Company Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the Person formed by terms of such consolidation or resulting from such merger or which acquires such assets, as the case may be, the transaction whereby Holder shall have the right thereafter thereafter, during the period this Note shall be convertible hereunder, to exercise convert this Warrant for Note only into the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange by a holder of the number of shares of Common Shares for Stock of Borrower into which this Warrant may Note might have been exercised converted immediately prior to such reclassification, consolidation, merger, sale sale, transfer or transfer, share exchange assuming (i) such holder of Common Shares Stock of Borrower (i) is not a Person person with which the Company Borrower consolidated or into which the Company Borrower merged or which merged into the Company or Borrower, to which such sale or transfer was mademade or a party to such share exchange, as the case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate affiliate of a constituent Person person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer share exchange is not the same for each share of Common Share Stock of Borrower held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale sale, transfer or transfer for share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments Borrower, the person formed by such consolidation or resulting from such merger or which acquires such assets or which acquires Borrower's shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such a consolidationcertificate or articles of incorporation or other constituent document, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 propertyherein. The above provisions of this paragraph (i) shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases transfers or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o)share exchanges.

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 consolidation or merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to thereafter, upon exercise of this Warrant for in accordance with and subject to all of the provisions of this Warrant, to receive 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 Shares Stock for which this Warrant may have been exercised (without applying the restrictions set forth in paragraph 3 hereof) immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares 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 case may be ("“CONSTITUENT PERSON"”), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 10 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In Subject to the provisions of Section 6(j) hereof, 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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, then, as a condition of such consolidation, merger, sale or transfer, the Holder Company or such person, as the case may be, shall forthwith make lawful and adequate provision whereby the holder of each Warrant then outstanding shall have the right thereafter to exercise this such 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 Shares Stock for which this such Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Stock is not a Person 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 case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a constituent Person person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantWarrant 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 of sale, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder Holders 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 Class C Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Class C Common Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of shares of Class C Common Shares 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of shares of Class C Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Class C Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).for

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 Common Sharesshares of Series E Preferred Stock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Common Shares shares of Series E Preferred Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Series E Preferred Stock is not a Person 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 case may be ("CONSTITUENT PERSONconstituent person"), or an Affiliate of a constituent Person person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Series E Preferred Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share share of Series E Preferred Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 4 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 4 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

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 SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise this Warrant shall thereafter be exercisable 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 Shares Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfertransfer (in lieu of Common Stock), assuming (i) such holder of Common Shares 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share Stock held immediately prior to such consolidation, merger, sale or transfer by a Person 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 SHAREnon- electing share"), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company withshall be a party to any transaction (including, or merger of the Company intowithout limitation, any other Persona merger, any merger of another Person into the Company (other than a merger which does not result in any reclassificationconsolidation, conversion, exchange or cancellation of outstanding Common Shares) or any sale or transfer of all or substantially all of the Company's assets or recapitalization of the Common Stock but excluding any transaction to which Section 7(a) applies) in which the previously outstanding Common Stock shall be changed into or, pursuant to the operation of law or the terms of the transaction to which the Company is a party, exchanged for different securities of the Company or common stock or other securities of another corporation or interests in a noncorporate entity or other property (including cash) or any combination of any of the Person formed by foregoing, then, as a condition of the consummation of such consolidation or resulting from such merger or which acquires such assetstransaction, lawful and adequate provision shall be made so that the holders of Warrants shall be entitled, upon the exercise thereof, to an amount per share equal to (A) the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, the Holder shall have the right thereafter to exercise this Warrant into which or for the kind and amount which each share of securities, cash and other property receivable upon such consolidation, merger, sale Common Stock is changed or transfer by a holder of exchanged times (B) the number of shares of Common Shares Stock for which this each Warrant may have been exercised is exercisable immediately prior to the consummation of such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares is not a Person with which transaction. In case the Company consolidated or into which the Company merged or which merged into the Company or shall be a party to which such sale or transfer was made, as the case may be ("CONSTITUENT PERSON"a transaction described in this Section 7(e), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share held immediately prior to such consolidation, merger, sale or transfer by a Person 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 purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. In any such event, effective provisions provision shall be made in the certificate or articles by way of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease or transfer, or otherwise a supplemental agreement to this Agreement so that the provisions set forth herein for the protection of the exercise rights of the Holder Warrants shall thereafter continue to be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property deliverable upon exercise of the Warrants; and any such the resulting or surviving corporation or other corporation or noncorporate entity issuing or delivering such shares, other securities or property shall expressly assume the obligation to deliver, upon exercisethe exercise of the Warrants, such shares shares, securities or property as the holders of stockthe Warrants shall be entitled to receive, pursuant to the provisions hereof, and to make provision for the protection of the exercise right as above provided. In case shares, securities or property other than Common Stock shall be issuable or deliverable upon exercise as aforesaid, then all references to Common Stock in this Section 7 shall be deemed to apply, so far as provided and as nearly as is reasonable, to any such shares, other securities, cash and securities or property. The provisions of this paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation Such adjustment shall be governed by paragraph (o)made successively in the case of any transaction to which this Section 7(e) applies.

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 Preferred Stock or Common SharesStock) or any sale or transfer of all or substantially all of the assets of the Company or of the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, the Holder shall have the right thereafter to exercise 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 Common Shares shares of Preferred Stock for which this Warrant may have been exercised immediately prior to such consolidation, merger, sale or transfer, assuming (i) such holder of Common Shares Preferred 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 case may be ("CONSTITUENT PERSONconstituent Person"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, consolidation merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares Preferred Stock failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided 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 Common Share share of Preferred Stock held immediately prior to such consolidation, merger, sale or transfer by a Person other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NONnon-ELECTING SHAREelecting share"), then for the purpose of this paragraph (i) 9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the 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 paragraph (i) 9 shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding the foregoing provisions of this paragraph (i), the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall be governed by paragraph (o).

Consolidation, Merger or Sale of Assets. In case of any consolidation of the Company withAny recapitalization, or merger of the Company intoreorganization, any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversionconsolidation, exchange or cancellation of outstanding Common Shares) or any merger, sale or transfer of all or substantially all of Parent’s assets to another Person or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change”. Prior to the assets consummation of any Organic Change, Parent will make appropriate provision (as determined by the Board of Directors, but in form and substance reasonably satisfactory to the Registered Holders of the Company or Warrants representing a majority of the Person formed by such consolidation Common Stock obtainable upon exercise of all Warrants then outstanding) to insure that each of the Registered Holders of the Warrants will thereafter have the right to acquire and receive in lieu of or resulting from such merger or which acquires such assets, addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, the Holder shall have the right thereafter such shares of stock, securities or assets as may be issued or payable with respect to exercise this Warrant or in exchange for the kind number of shares of Common Stock immediately theretofore acquirable and amount of securities, cash and other property receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, Parent will make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) with respect to such holder’s rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 hereof will thereafter be applicable to the Warrants (including, in the case of any such consolidation, mergermerger or sale in which the successor entity or purchasing entity is other than Parent, sale an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such consolidation, merger or transfer by sale, and a holder of corresponding immediate adjustment in the number of Common Shares for which this Warrant may have been exercised Conditional Shares, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale merger or transfer, assuming (i) such holder of Common Shares is sale). Parent will 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 case may be ("CONSTITUENT PERSON"), or an Affiliate of a constituent Person and (ii) in the case of a consolidation, merger, sale or transfer which includes an election as to the consideration to be received by the holders, such holder of Common Shares failed to exercise its rights of election, as to the kind or amount of securities, cash and other property receivable upon effect any such consolidation, mergermerger or sale, sale or transfer (provided 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 Common Share held immediately unless prior to such consolidationthe consummation thereof, merger, sale or transfer by a Person the successor entity (if other than Parent) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form and substance reasonably satisfactory to the Registered Holders of Warrants representing a constituent Person or an Affiliate thereof and in respect majority of which such rights the Common Stock obtainable upon exercise of election shall not have been exercised ("NON-ELECTING SHARE"all of the Warrants then outstanding), then for the purpose of this paragraph (i) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Adjustments for events subsequent to the effective date of such a consolidation, merger and sale of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in 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, conveyance, lease or transfer, or otherwise so that the provisions set forth herein for the protection of the rights of the Holder shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, deliver to each such holder such shares of stock, other securitiessecurities or assets as, cash and property. The provisions of this paragraph (i) shall similarly apply to successive consolidations, mergers, sales, leases or transfers. Notwithstanding in accordance with the foregoing provisions of this paragraph (i)provisions, the treatment of this Warrant in connection with the merger of the Company with and into Xxxxxxx Corporation shall such holder may be governed by paragraph (o).entitled to acquire. 2E.