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

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time 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 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 or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction") then, as a condition to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.8, the Holder, upon the exercise of the Warrant, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and property to which the Holder would have been entitled upon the consummation of the Transaction if the Holder had exercised the Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 2. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered to the Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time 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 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 or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction") Significant Transaction then, as a condition to the consummation of the Significant Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.82.1, the ASLP Holder, upon the exercise of the Exchange Warrant, shall be entitled to receive, in lieu of the Class A Common Stock or IDS Notes issuable upon such exercise or the IDSs into which they could be combined prior to such consummation, the stock and other securities, cash and property to which the ASLP Holder would have been entitled upon the consummation of the Significant Transaction if the ASLP Holder had exercised the Exchange Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 2. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Significant Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Exchange Warrant as provided herein shall assume, by written instrument delivered to the ASLP Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Significant Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the ASLP Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the ASLP Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Exchange Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at the Company, after the date hereof, (i) shall consolidate with or merge into any time other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other Person to consolidate with or merge into the Company and the Company shall be a party to any transaction (including without limitation a the continuing or surviving Person but, in connection with such consolidation or merger, consolidation, sale of all or substantially all of the Company's assets 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 changed into or exchanged for common cash, stock or other securities of another corporation any Person or interests any other property, or (iii) shall transfer all or substantially all of its properties and assets to any other Person, or (iv) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in a noncorporate entity or other property (including cashthe issue of Additional Shares of Common Stock for which adjustment in the Exercise Price is provided in Section 6.02(a) or any combination 6.02(b)), then, and in the case of any of the foregoing (each such transaction being hereinafter referred transaction, the Company shall give written notice thereof to as the "Transaction") then, as a condition each Holder of Warrants not less than 45 days prior to the consummation of the Transaction, lawful thereof and adequate provisions proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Section 2.86.08, the Holdereach Holder of Warrants, upon the exercise thereof at any time after the consummation of the Warrantsuch transaction, shall be entitled to receive, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation, the stock and following: the highest amount of cash, securities or other securities, cash and property to which the such Holder would actually have been entitled as a shareholder upon the such consummation of the Transaction if the such Holder had exercised the Warrant such Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 2.6, 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 (b) Notwithstanding anything contained herein in this Agreement to the contrary, the Company will not effect any Transaction of the transactions described in subdivisions (i) through (iv) of Section 6.08(a) unless, prior to the consummation thereof, each corporation or entity Person (other than the Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of the Warrant any Warrants as provided herein shall assume, by written instrument delivered to to, and reasonably satisfactory to, the HolderHolder of such Warrants, (i) the obligations of the - Company hereunder under this Agreement (and if the Company shall survive the consummation of such Transactiontransaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunderunder this Agreement) and (ii) the obligation to deliver to the Holder such shares of stockholder such cash, -- securities, cash stock or other securities or other property as, in accordance with the foregoing provisionsprovisions of this Section 6.08, the such Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time time, 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 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 or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction") then, as a condition and the Warrant has not been exercised in full prior to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.8, the Holder, upon the exercise of the Warrant, Holder shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise of the Warrant prior to such consummation, the stock and other securities, cash and property to which the Holder would have been entitled upon the consummation of the Transaction if the Holder had exercised the Warrant pursuant to Section 1.1(b) immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 2; and following the consummation of the Transaction, the Warrant will represent only the right to receive any such stock, other securities, cash or property. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered to the Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time 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 or recapitalization of the Common Stock) in which the previously outstanding IDSs, Common Stock or IDS Notes 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 or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "Transaction") then, as a condition to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.82.1, the Holder, upon the exercise of the Exchange Warrant, shall be entitled to receive, in lieu of the Common Stock or IDS Notes issuable upon such exercise or the IDSs into which they could be combined prior to such consummation, the stock and other securities, cash and property to which the Holder would have been entitled upon the consummation of the Transaction if the Holder had exercised the Exchange Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 2. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Exchange Warrant as provided herein shall assume, by written instrument delivered to the Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Exchange Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) General Provisions. In case at the Company, after the Initial Date, (i) shall ------------------ consolidate with or merge into any time other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other Person to consolidate with or merge into the Company and Warrant Agreement ----------------- the Company shall be a party to any transaction (including without limitation a the continuing or surviving Person but, in connection with such consolidation or merger, consolidation, sale of all or substantially all of the Company's assets 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 changed into or exchanged for common cash, stock or other securities of another corporation any Person or interests any other property, or (iii) shall transfer all or substantially all of its properties and assets to any other Person, or (iv) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in a noncorporate entity or other property (including cashthe issue of Additional Shares of Common Stock for which adjustment in the Exercise Price is provided in Section 6.02(a) or any combination 6.02(b)), then, and in the case of any of the foregoing (each such transaction being hereinafter referred transaction, the Company shall give written notice thereof to as the "Transaction") then, as a condition each Holder of Warrants not less than 45 days prior to the consummation of the Transaction, lawful thereof and adequate provisions proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Section 2.86.08, the Holdereach Holder of Warrants, upon the exercise thereof at any time after the consummation of the Warrantsuch transaction, shall be entitled to receive, at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock (or Other Securities) issuable upon such exercise immediately prior to such consummation, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummation, the stock and following: the highest amount of cash, securities or other securities, cash and property to which the such Holder would actually have been entitled as a shareholder upon the such consummation of the Transaction if the such Holder had exercised the Warrant such Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 2. 6, 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)(l) Notwithstanding anything contained herein under the Exchange Act) of which such maker is a part, and 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, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Common Stock, and if any Holder of Warrants so designates in such notice given to the contraryCompany, such Holder shall be entitled to receive the Company will not effect any Transaction unlesshighest amount of cash, securities or other property to which such Holder would actually have been entitled as a shareholder if such Holder had exercised its Warrants prior to the consummation thereofexpiration of such purchase, each corporation tender or entity (other than the Company) which may be required to deliver any stockexchange offer, securities, cash or property upon the exercise accepted such offer and all of the Warrant as provided herein shall assumeCommon Stock held by such Holder had been purchased pursuant to such purchase, by written instrument delivered tender or exchange offer, subject to the Holder, adjustments (i) the obligations of the - Company hereunder (from and if the Company shall survive after the consummation of such Transactionpurchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 6; provided that, if any of the transactions described in -------- subdivisions (i) through (iv) of this Section 6.08(a) involve the issuance of Voting Common Stock, the Company shall not effect any of such assumption shall be in addition totransactions unless, immediately after the date of the consummation of such transaction, the Acquiring Person or its Parent is required to file, by virtue of having an outstanding class of Voting Common Stock (or equivalent equity interests), reports with the Commission pursuant to section 13 or section 15(d) of the Exchange Act, and shall not release such Warrant Agreement ----------------- Voting Stock (or equivalent equity interest) is listed or admitted to trading on a national securities exchange or is included for trading on the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash NASDAQ National Market or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant heretoSmall Cap Market. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time 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 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 changed into or exchanged for 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 foregoing or in which the Common Stock (or Other Securities) ceases to be a publicly traded security either listed on the New York Stock Exchange or the American Stock Exchange or quoted by the NASDAQ National Market System or the NASDAQ Small Cap Market or any successor thereto or comparable system (each such transaction being hereinafter referred to as herein called the "Transaction", the date of consummation of the Transaction being herein called the "Consummation Date", the Company (in the case of a transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other corporation or entity (in each other case) being herein called the "Acquiring Company"), then, as a condition to of the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon that the basis and terms and in the manner provided in holder of this Section 2.8, the HolderWarrant, upon the exercise of thereof at any time on or after the WarrantConsummation Date, shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummationthe Consummation Date, the stock and highest amount of securities or other securities, cash and property to which the Holder such holder would actually have been entitled as a shareholder upon the consummation of the Transaction if the Holder such holder had exercised the this Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 2. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered to the Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 23.1(a) shall hereof, if the Common Stock (or Other Securities) is to be applicable to the stockconverted or changed into, securitiesin whole or in part, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up securities of the Company, Acquiring Company or any affiliate thereof and the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening issuer of such liquidationsecurities does not meet, dissolution or winding up had the Warrant been exercised in full and the shares as a result of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.the

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case at any time 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 ’s 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 or interests in a noncorporate entity or other property (including cash) or any combination of any of the foregoing (each such transaction being hereinafter referred to as the "“Transaction"”) then, as a condition to the consummation of the Transaction, lawful and adequate provisions shall be made so that, upon the basis and terms and in the manner provided in this Section 2.8, the Holder, upon the exercise of the Warrant, shall be entitled to receive, in lieu of the Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and property to which the Holder would have been entitled upon the consummation of the Transaction if the Holder had exercised the Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 2. (b) Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, each corporation or entity (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrant as provided herein shall assume, by written instrument delivered to the Holder, (i) the obligations of the - Company hereunder (and if the Company shall survive the consummation of such Transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company hereunder) and (ii) the obligation to deliver to the Holder such shares of stock, -- securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the terms hereof (including, without limitation, all of the applicable provisions of Section 2) shall be applicable to the stock, securities, cash or property which such corporation or entity may be required to deliver upon any conversion of any Warrants or the exercise of any rights pursuant hereto. (c) Upon any liquidation, dissolution or winding up of the Company, the Holder shall receive such cash or property (less the Warrant Price) which the Holder would have been entitled to receive upon the happening of such liquidation, dissolution or winding up had the Warrant been exercised in full and the shares of Common Stock in respect of such exercise issued immediately prior to the occurrence of such liquidation, dissolution or winding-up.