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

Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company, after the Initial Date, (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, Common Stock or Other Securities shall be changed into or exchanged for cash, stock or other securities of any other Person or any other property, or (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 issue 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 give written notice thereof to each holder of any Warrant not less than 30 days prior to the consummation thereof and proper provision shall be made so that, upon the basis and the terms and in the manner provided in this section 3, the holder of this Warrant, upon the consummation of such transaction, shall be entitled to receive, at the aggregate Warrant 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 amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder upon such consummation if such holder had exercised 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 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 (within the meaning of Rule 13d-5(b)(1) 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 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. General Provisions 9.1 In case the Company, after the Initial Effective Date, (a) shall consolidate with or merge into any other Person (as defined below) and shall not be the continuing or surviving corporation Person of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person person but, in connection with such consolidation or merger, Common Stock or Other Securities other securities shall be changed into or exchanged for cash, stock stock, or other securities of any other Person or any other property, or (c) shall transfer transfer, directly or indirectly through transactions involving any of or all of its subsidiaries all or substantially all of its properties and assets to any other Person, 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 issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2)securities, then, and in the case of or each such transaction, the Company shall give written notice thereof to each holder of any Warrant not less than 30 days prior to the consummation thereof and make proper provision shall be made so that, upon such that the basis and the terms and in the manner provided in this section 3, the holder Holder of this a Representative Warrant, upon the exercise thereof at any time after the consummation of each such transaction, shall be entitled to receive, at the aggregate Warrant 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 highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a shareholder of Common Stock upon such consummation if such holder Holder had exercised this Representative Warrant immediately prior thereto, subject to adjustments (subsequent to such consummation) consummation as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3Section 9; provided, provided however, that if prior to the consummation of such transaction, a purchase, 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 (within the meaning of Rule 13d-5(b)(1) 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 the holder Holder of this Warrant so designates in such the Representative Warrants, by written notice given to the CompanyCompany signed on or before the date immediately preceding the date of expiration of such purchase, the holder of this Warrant tender or exchange offer, declares an intention to exercise his Warrants in whole or in part, such Holder shall be entitled entitled, upon consummation of such offer, to receive upon exercise the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a shareholder if the holder of this Warrant the Shares under the Representative Warrants if such Holder had exercised this Warrant his Warrants prior to the expiration of such purchase, tender tender, or exchange offer, accepted and if all Shares which such offer and all Holder would have owned as a result of the Common Stock held by such holder exercise had been purchased pursuant to such purchase, 5 6 tender or exchange offer. "Person" shall mean an individual, subject to adjustments (from and after the consummation of such purchasea corporation, tender a partnership, a trust, an unincorporated organization or exchange offer) as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3.a government or any agency or political subdivision thereof. 9.2

Consolidation, Merger, Sale of Assets, Reorganization, etc. (a) In case the Company, after the Initial Datedate hereof, (ai) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (bii) shall permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, Common Stock or Other Securities shall be changed into or exchanged for cash, stock or other securities of any other Person or any other property, or (ciii) shall transfer all or substantially all of its properties and assets to any other Person, or (div) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Exercise Price is provided in section 2.2.1 Section 6.02(a) or 2.2.26.02(b)), then, and in the case of each such transaction, the Company shall give written notice thereof to each holder Holder of any Warrant Warrants not less than 30 45 days prior to the consummation thereof and proper provision shall be made so that, upon the basis and the terms and in the manner provided in this section 3Section 6.08, the holder each Holder of this WarrantWarrants, upon the exercise thereof at any time after the consummation of such transaction, shall be entitled to receive, at the aggregate Warrant 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 following: the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if such holder Holder had exercised this Warrant such Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3Section 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 (within the meaning of Rule 13d-5(b)(1) 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 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.with

Consolidation, Merger, Sale of Assets, Reorganization, etc. In case the Company, after the Initial Date, (a) shall consolidate with or merge into In case at any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (b) shall permit any other Person to consolidate with or merge into the Company and time the Company shall be the continuing or surviving Person buta party to any transaction (including, in connection with such consolidation or without limitation, a merger, consolidation, sale of all or substantially all 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 cash, common stock or other securities of any another corporation or interests in a noncorporate entity or other Person property (including cash) or any other propertycombination 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 herein called the "Transaction", or the date of consummation of the Transaction being herein called the "Consummation Date", the Company (c) shall transfer all or in the case of a transaction in which the Company retains substantially all of its properties assets and assets to any survives as a corporation) or such other Person, corporation or entity (din each other case) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in being herein called the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in section 2.2.1 or 2.2.2"Acquiring Company"), then, and in the case as a condition of each such transaction, the Company shall give written notice thereof to each holder of any Warrant not less than 30 days prior to the consummation thereof of the Transaction, lawful and proper provision adequate provisions shall be made so that, upon the basis and the terms and in the manner provided in this section 3, that the holder of this Warrant, upon the consummation of such transactionexercise thereof at any time on or after the Consummation Date, shall be entitled to receive, at and this Warrant shall thereafter represent the aggregate Warrant Price in effect at the time of such consummation for all Common Stock (or Other Securities) issuable upon such exercise immediately prior right to such consummationreceive, in lieu of the Common Stock (or Other Securities) issuable upon such exercise prior to such consummationthe Consummation Date, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder upon such the consummation of the Transaction if such holder had exercised 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 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 (within the meaning of Rule 13d-5(b)(1) 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 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) ---------------------------------------------------------- General Provisions. In case the Company, after the Initial Date, (ai) shall ------------------ consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, or (bii) shall permit any other Person to consolidate with or merge into the Company and Warrant Agreement ----------------- the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, Common Stock or Other Securities shall be changed into or exchanged for cash, stock or other securities of any other Person or any other property, or (ciii) shall transfer all or substantially all of its properties and assets to any other Person, or (div) shall effect a capital reorganization or reclassification of Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Exercise Price is provided in section 2.2.1 Section 6.02(a) or 2.2.26.02(b)), then, and in the case of each such transaction, the Company shall give written notice thereof to each holder Holder of any Warrant Warrants not less than 30 45 days prior to the consummation thereof and proper provision shall be made so that, upon the basis and the terms and in the manner provided in this section 3Section 6.08, the holder each Holder of this WarrantWarrants, upon the exercise thereof at any time after the consummation of such transaction, shall be entitled to receive, at the aggregate Warrant 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 following: the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a shareholder upon such consummation if such holder Holder had exercised this Warrant such Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in section 2 and this section 3Section 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 (within the meaning of Rule 13d-5(b)(113d-5(b)(l) 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 the holder any Holder of this Warrant Warrants so designates in such notice given to the Company, the holder of this Warrant such Holder shall be entitled to receive the highest amount of cash, securities or other property to which such holder Holder would actually have been entitled as a shareholder if the holder of this Warrant such Holder had exercised this Warrant its Warrants prior to the expiration of such purchase, tender or exchange offer, accepted such offer and all of the Common Stock held by such holder 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 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 transactions 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 2 13 or section 15(d) of the Exchange Act, and this section 3such 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 NASDAQ National Market or Small Cap Market.