Common use of Consolidation, Merger, Sale of Assets, Reorganization, etc Clause in Contracts

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common Stock, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.

Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company, after the Initial Date, (a) If shall consolidate with or merge into any other Person and shall not be the stockholders continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company shall participate in a share exchange or if and the Company shall be a party to any transaction (includingthe continuing or surviving Person but, without limitation, a in connection with such consolidation or merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock or Other Securities shall be changed into or exchanged for different securities of the Company or common cash, stock or other securities of another corporationany other Person or any other property, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of c) shall transfer all or substantially all of its properties and assets to any other Person, or (d) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the assetsissue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2), then, and in the case of each such transaction, the Company shall make lawful give written notice thereof to each holder of any Warrant not less than 30 days prior to the consummation thereof and adequate proper provision shall be made so that, upon the exercise thereof at any time on or after basis and the terms and in the manner provided in this section 3, the holder of this Warrant, upon the consummation of the Transactionsuch transaction, each Warrantholder shall be entitled to receive, and at the aggregate Warrant Price in effect at the time of such Warrant shall represent the right consummation for all Common Stock (or Other Securities) issuable upon such exercise immediately prior to receivesuch consummation, in lieu of the Common StockStock (or Other Securities) issuable upon such exercise prior to such consummation, the amount of cash, securities or other property (including cash) to which the Warrantholder such holder would actually have been entitled as a shareholder upon the such consummation of the Transaction if such Warrantholder holder had exercised such this Warrant immediately prior thereto, subject to adjustment from and after the consummation date adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 3.1. section 2 and this section 3, provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of Common Stock under circumstances in which, upon completion of such purchase, tender or exchange offer, the maker thereof, together with members of any group (bwithin the meaning of Rule 13d-5(b)(1) The provisions under the Exchange Act) of this Section 3 shall similarly apply to successive share exchangeswhich such maker is a part, consolidationsand together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, mergers, sales own beneficially (within the meaning of all or substantially all Rule 13d-3 under the Exchange Act) more than 50% of the assets, or successive recapitalizations and changes of outstanding shares of Common Stock, and if the holder of this Warrant so designates in such notice given to the Company, the holder of this Warrant shall be entitled to receive the amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if the holder of this Warrant had exercised this Warrant prior to the expiration of such purchase, tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such purchase, tender or exchange offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If In case at any time (and whether or not the stockholders of the Company shall participate in a share exchange or if Warrant is then exercisable) the Company shall be a party to any transaction (including, including without limitation, limitation a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation assets or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation, corporation or interests in a non-corporate noncorporate entity or other property (including cash), ) or any combination of any of the foregoing (each such transaction being herein called a hereinafter referred to as the "Transaction"), ) then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.9, the Holder, upon the exercise thereof at any time on or after the consummation of the TransactionWarrant, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common StockStock issuable upon such exercise prior to such consummation, the securities or stock and other securities, cash and property (including cash) to which the Warrantholder Holder would have been entitled upon the consummation of the Transaction if such Warrantholder the Holder had exercised such the Warrant immediately prior thereto, subject to adjustment from and after the consummation date adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 3.12. (b) The provisions of this Section 3 shall similarly apply Notwithstanding anything contained herein to successive share exchangesthe contrary, consolidationsthe Company will not effect any Transaction unless, mergersprior to the consummation thereof, sales of all each corporation or substantially all of entity (other than the assets, or successive recapitalizations and changes of shares of Common Stock.Company) which may be required to deliver any

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, then the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common Stock, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, then the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common Stock, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.

Consolidation, Merger, Sale of Assets, Reorganization, etc. In case at any time (aand whether or not the Special Warrant is then exercisable) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, including without limitation, limitation a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation assets or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or changed into or exchanged for common stock or other securities of another corporation, corporation or interests in a non-corporate noncorporate entity or other property (including cash), ) or any combination of any of the foregoing (each such transaction being herein called a hereinafter referred to as the "Transaction"), ) then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.10, the Holder, upon the exercise thereof at any time on or after the consummation of the TransactionSpecial Warrant, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common StockStock issuable upon such exercise prior to such consummation, the securities or stock and other securities, cash and property (including cash) to which the Warrantholder Holder would have been entitled upon the consummation of the Transaction if such Warrantholder the Holder had exercised such the Special Warrant immediately prior thereto, subject to adjustment from and after the consummation date adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 3.12. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common StockStock issuable upon consummation of such Transaction, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) If the stockholders of the Company shall participate in a share exchange or if the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company's assets, liquidation or recapitalization of the Common Stock) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another corporation, or interests in a non-corporate entity or other property (including cash), or any combination of the foregoing (each such transaction being herein called a "Transaction"), then, as a condition to the consummation of the Transaction, then the Company, in the case of the recapitalization or liquidation of the Common Stock, or such other corporation or entity, in the case of a share exchange, merger, consolidation or sale of all or substantially all of the assets, shall make lawful and adequate provision so that, upon the exercise thereof at any time on or after the consummation of the Transaction, each Warrantholder shall be entitled to receive, and such Warrant shall represent the right to receive, in lieu of the Common Stock, the securities or other property (including cash) to which the Warrantholder would have been entitled upon the consummation of the Transaction if such Warrantholder had exercised such Warrant immediately prior thereto, subject to adjustment from and after the consummation date as nearly equivalent as possible to the adjustments provided for in Section 3.1. (b) The provisions of this Section 3 shall similarly apply to successive share exchanges, consolidations, mergers, sales of all or substantially all of the assets, or successive recapitalizations and changes of shares of Common Stock.. 5