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

Consolidation, Merger, Sale of Assets, Reorganization, etc. If 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 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 (other than any such transaction which constitutes a Liquidity Event) (each such transaction being hereinafter referred to as the “Transaction”) and the Warrant has not been exercised 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 2.4, (i) the Holder shall receive, in lieu of the Common Stock issuable upon 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 immediately prior thereto, subject to adjustments as nearly equivalent as possible to the adjustments provided for in Section 2; and (ii) following the consummation of the Transaction, the Warrant will represent only the right to receive any such stock, other securities, cash or property.