Common use of Consolidation or Disposition of Assets Clause in Contracts

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of the Warrants shall have the right thereafter to receive from the Company, upon exercise of the applicable Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of any such unexercised Warrant, to the extent not exercised, the property held in trust shall be released to the Company or its designee.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the each Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable such Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of Company) in proportion order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Section 4. For purposes of this Section 4.8, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of common stock and or other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of securities which are convertible into or exchangeable for any such unexercised Warrantstock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to the extent not exercisedsubscribe for or purchase any such stock. The foregoing provisions of this Section 4.8 shall similarly apply to successive reorganizations, the property held in trust shall be released to the Company reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than the Company) shall expressly assume in proportion writing or by operation of law the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the respective fair market values of Company and all the obligations and liabilities hereunder, subject to such shares of common stock and other property modifications as may be deemed appropriate (as determined in good faith by resolution of the Holder and Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, if necessary. Upon "common stock of the expiration successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such unexercised Warrantcorporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to the extent not exercisedsubscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, the property held in trust shall be released to the Company reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the respective fair market values of Company and all the obligations and liabilities hereunder, subject to such shares of common stock and other property modifications as may be deemed appropriate (as determined in good faith by resolution of the Holder and Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, if necessary. Upon "common stock of the expiration successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such unexercised Warrantcorporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to the extent not exercisedsubscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, the property held in trust shall be released to the Company reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company Corporation shall reorganize its capital, reclassify its capital stock, merge or consolidate or merge with or into another corporation corporation, and such transaction does not constitute an Event of Default (where or the Company is not Payee waives its right to accelerated payment under the surviving corporation Investment Agreement) or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company), or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, and pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assetsdisposition, (i) shares of common stock of the successor or acquiring corporation (or any parent thereof) are to be received by or distributed to the holders of Other Stock of the Company (if Corporation, then the Holder of this Warrant shall have the right thereafter to receive, upon conversion of this Warrant, shares of common stock equal to the number of shares of common stock of the successor or acquiring corporation receivable upon or as a result of such merger, consolidation or disposition of assets had the Holder of this Warrant converted it is into Common Stock of the surviving corporation) Corporation immediately prior to such event. If, pursuant to the terms of such merger, consolidation or (ii) disposition of assets, any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, options or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation are to be received by or distributed to the holders of Common Other Stock of the Company who are holders immediately prior Corporation (whether in addition to such transaction, then the Holder of the Warrants shall have the right thereafter to receive from the Company, upon exercise of the applicable Warrant, the number of shares of common stock of the successor or acquiring corporation corporation, or any parent thereof, or otherwise) the Warrant Price in effect shall be adjusted to that number determined by multiplying the Warrant Price then in effect by a fraction (x) the numerator of which shall be the Current Market Price per share of Common Stock immediately prior to the closing of such merger, consolidation or disposition minus the portion applicable to one share of Common Stock of any such cash so distributable and of the Company, if it is the surviving corporationfair value of any such shares of stock or other securities or property so received or distributed, and other property receivable upon or as a result (y) the denominator of which shall be the Current Market Price per share of Common Stock immediately prior to the closing of such reorganizationmerger, reclassification, consolidation or disposition. The fair value of any such shares of stock or other securities or property shall be determined pursuant to the Valuation Procedure. In case of any such merger, consolidation or disposition of assets assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition hereof to be performed and observed by a holder the Corporation and all of the number of shares of Common Stock for which the Warrants are exercisable immediately prior obligations and liabilities hereunder, subject to such event modification as shall be necessary to provide for adjustments to the Warrant Price which shall be as nearly equivalent as practicable to the adjustments provided for in this Subsection 4(a). For the purposes of this Subsection 4(a)(viii), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class, which is not preferred as to dividends or assets over any other class of stock of such corporation and until such exercise the Company which is not subject to redemption, and shall retain the cash, also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any class of capital such stock, either immediately or upon the arrival of a specified date or the happening of a specified event, and any warrants, options or other property rights to subscribe for or rights so received in trust for the benefit purchase any such stock. The foregoing provisions of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant this Subsection shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion similarly apply to the respective fair market values successive mergers, consolidations or dispositions of such shares of common stock and other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of any such unexercised Warrant, to the extent not exercised, the property held in trust shall be released to the Company or its designeeassets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares of any class of capital stock, or other property or rights so received in trust for the benefit of the Holderevent. If the Warrant is exercised in In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable issuable upon exercise of the Warrant shall be allocated among the shares of common stock and other property Other Property receivable upon exercise of this Warrant as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property Other Property as determined in good faith by the Holder and Board of Directors of the Company, if necessary. Upon the expiration In case of any such unexercised Warrantreorganization, to the extent not exercisedreclassification, merger, consolidation or disposition of assets, the property held in trust successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be released to performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or its designee.acquiring

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("OTHER PROPERTY") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of the Warrants this Warrant shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares of any class of capital stock, or other property or rights so received in trust for the benefit of the Holderevent. If the Warrant is exercised in In such event, the aggregate Aggregate Exercise Price otherwise payable for the shares of Common Stock transferable issuable upon exercise of the this Warrant shall be allocated among the shares of common stock and other property Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property Other Property as determined in good faith by the Holder and Board of Directors of the Company, if necessary. Upon the expiration In case of any such unexercised Warrantreorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the extent adjustments provided for in this SECTION 4. For purposes of this SECTION 4(E), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not exercisedpreferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the property held in trust arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this SECTION 4(E) shall be released similarly apply to the Company successive reorganizations, reclassification, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case If the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("OTHER PROPERTY"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise event. In the Company shall retain the cash, evidences of indebtedness, shares case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company) in proportion order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Section 4. For purposes of this Section 4.4, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of common stock and or other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of securities which are convertible into or exchangeable for any such unexercised Warrantstock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to the extent not exercisedsubscribe for or purchase any such stock. The foregoing provisions of this Section 4.4 shall similarly apply to successive reorganizations, the property held in trust shall be released to the Company reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Warrant Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable WarrantWarrants, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares of any class of capital stock, or other property or rights so received in trust for the benefit of the Holderevent. If the Warrant is exercised in In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable issuable upon exercise of the Warrant Warrants shall be allocated among the shares of common stock and other property Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property Other Property as determined in good faith by the Holder and Board of Directors of the Company, if necessary. Upon the expiration In case of any such unexercised Warrantreorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Agreement to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which the Warrants thus become exercisable, which modifications shall be as equivalent as practicable to the extent adjustments provided for in this Section 6. For purposes of this Section 6.5, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not exercisedpreferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the property held in trust arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 6.5 shall be released similarly apply to the Company successive reorganizations, reclassification, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there corporation, a merger in which the Company is any change whatsoever in, or distribution with respect to, the outstanding Common Stock surviving entity but the shares of the Company)'s Capital Stock outstanding immediately prior to the merger are converted, by virtue of the merger, into capital stock of the surviving entity) or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporationas applicable) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants Client shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable Warrantsuch Warrant Certificate, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder client of the number of shares of Common Stock for which the Warrants are each Warrant Certificate is exercisable immediately prior to such event and until such exercise event; provided, however, that this Section 4(d) shall not apply to the Company shall retain the cash, evidences of indebtedness, shares extent any action causes an adjustment to be made pursuant to Sections 4 (a) or (b) hereof. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant Agreement to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of Company) in proportion order to provide for adjustments of shares of Common Stock for which each Warrant Certificate is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Section 4. For purposes of this Section 4(d), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of common stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other property as determined in good faith rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations and to the stock or securities of any other corporation that are at the time receivable by the Holder and Client upon the Company, if necessary. Upon the expiration exercise of any such unexercised Warrant, to the extent not exercised, the property held in trust shall be released to the Company or its designeeeach Warrant Certificate.

Consolidation or Disposition of Assets. In case the Company shall (i) reorganize its capital, (ii) reclassify its capital stock, (iii) consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or (iv) sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock Common Stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock Common Stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionStock, then the Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of this Warrant and payment of the applicable WarrantWarrant Price, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors) in proportion order to provide for adjustments of shares of the Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Section 4. For purposes of this Section 4.7, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of common stock and or other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of securities which are convertible into or exchangeable for any such unexercised Warrantstock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. Notwithstanding the foregoing, in the event of a transaction described in clauses (iii) or (iv) of this Section 4.7, to the extent not exercisedsuch transaction is a bona fide unaffiliated third party transaction, the property held Company may require that the Warrants be converted into, for each share of Warrant Stock issuable upon the exercise of a Warrant, the consideration received in trust respect of a share of the Company's Common Stock in such transaction less with respect to each share of Warrant Stock issuable upon exercise of a Warrant, the Current Warrant Price thereof. The foregoing provisions of this Section 4.7 shall be released similarly apply to the Company successive reorganizations, reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, liquidate its assets, dissolve, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation or other entity (hereinafter, a "Reorganization") and, pursuant to the terms of such reorganizationReorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants shall have the right thereafter following the effectiveness of such Reorganization to receive from the Companyreceive, upon exercise of such Warrant, or, in the applicable Warrantcase of a liquidation of assets or a dissolution to receive, upon such liquidation or dissolution, without taking any further action, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets Reorganization by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event (without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise). In case of any such Reorganization, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and until such exercise punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such appropriate modifications as are satisfactory to the Holder in order to provide for adjustments of shares of the Common Stock for which this Warrant is exercisable which shall retain be as nearly equivalent as practicable to the cash, adjustments provided for in this Section 4. For purposes of this Section 4.8 "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any class of capital such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other property rights to subscribe for or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of purchase any such unexercised Warrant, stock. The foregoing provisions of this Section 4.8 shall similarly apply to the extent not exercised, the property held in trust shall be released to the Company or its designeesuccessive Reorganizations.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation partnership or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company)corporation, or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another partnership or corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of shares of Common Stock of the Company who are holders immediately prior to such transactionStock, then the each Holder of the Warrants shall have the right thereafter to receive receive, in the Holder's sole and absolute discretion, either (i) a new Warrant from the Company, successor company identical in substance and terms to this Warrant or (ii) a new warrant upon exercise of which the applicable Warrant, Holder would receive the number of shares of common stock or partnership interests of the successor or acquiring corporation or partnership or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be agreed between the Company and the Holder of this Warrant in proportion order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Article IV. For purposes of this Section 4.8, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of common stock and or other property as determined in good faith by the Holder and the Companysecurities which are convertible, if necessary. Upon the expiration of into or exchangeable for any such unexercised Warrantstock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to the extent not exercisedsubscribe for or purchase any such stock. The foregoing provisions of this Section 4.8 shall similarly apply to successive reorganizations, the property held in trust shall be released to the Company reclassifications, mergers, consolidations or its designeedisposition of assets.

Consolidation or Disposition of Assets. In case the Company If there shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock occur a Change of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation Control and, pursuant to the terms of such reorganizationChange of Control, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transactionCompany, then the Holder of the Warrants this Warrant shall have the right thereafter for the balance of the Exercise Period to receive from the Companyreceive, upon the exercise of the applicable Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property the Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition Change of assets Control by a holder of the number of shares of Common Stock for into which the Warrants are this Warrant is exercisable immediately prior to such event event. In case of any such Change of Control described above, the resulting, successor or acquiring entity (if not the Company) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, shall assume by written instrument all of the obligations of this Warrant, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Company), in order to provide for adjustments of shares of the Common Stock into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in Section 4. For purposes of Section 4, common stock of the successor or acquiring corporation shall include stock of such corporation of any class which is not preferred as to dividends or assets on liquidation over any other class of stock of such corporation and until such exercise the Company which is not subject to redemption and shall retain the cash, also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any class of capital such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other property rights to subscribe for or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of purchase any such unexercised Warrant, stock. The foregoing provisions of this Section 4 shall similarly apply to the extent not exercised, the property held in trust shall be released to the Company or its designeesuccessive Change of Control transactions.

Consolidation or Disposition of Assets. In case the Company Bank shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company Bank is not the surviving corporation or where there is any a change whatsoever in, in or distribution with respect to, to the outstanding Common Stock Shares of the CompanyBank), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation corporation, or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock shares of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock Shares of the Company who are holders immediately prior to such transactionBank, then the each Holder of the Warrants shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable such Warrant, the number of common shares of common stock of the successor or acquiring corporation or of the CompanyBank, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock Shares for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares event. In case of any class of capital stock, or other property or rights so received in trust for the benefit of the Holder. If the Warrant is exercised in such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock transferable upon exercise of the Warrant shall be allocated among the shares of common stock and other property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, the successor or acquiring corporation (if other than the Bank) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Bank and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board of Directors of the Bank) in proportion order to provide for adjustments of the Common Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the respective fair market values adjustments provided for in this Section 4. For purposes of this Section 4.8 "common shares of the successor or acquiring corporation" shall include shares of such corporation of any class which is not preferred as to dividends or assets over any other class of shares of common stock such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares or other property as determined in good faith by the Holder and the Company, if necessary. Upon the expiration of securities which are convertible into or exchangeable for any such unexercised Warrantshares, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such shares. The foregoing provisions of this Section 4.8 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets and shall apply to a corporate reorganization in which a holding company is formed for the extent not exercised, the property held in trust shall be released to the Company or its designeeBank.

Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants, options, warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("OTHER PROPERTY") are to be received by or distributed to the holders of Common Stock of the Company who are holders immediately prior to such transaction, then the Holder of the Warrants this Warrant shall have the right thereafter to receive from the Companyreceive, upon exercise of the applicable this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and other property Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which the Warrants are this Warrant is exercisable immediately prior to such event and until such exercise the Company shall retain the cash, evidences of indebtedness, shares of any class of capital stock, or other property or rights so received in trust for the benefit of the Holderevent. If the Warrant is exercised in In such event, the aggregate Aggregate Exercise Price otherwise payable for the shares of Common Stock transferable issuable upon exercise of the this Warrant shall be allocated among the shares of common stock and other property Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and other property Other Property as determined in good faith by the Holder and Board of Directors of the Company, if necessary. Upon the expiration In case of any such unexercised Warrantreorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant thus becomes exercisable, which modifications shall be as equivalent as practicable to the extent adjustments provided for in this SECTION 4. For purposes of this SECTION 4(e), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class that is not exercisedpreferred as to dividends or assets over any other class of stock of such corporation and that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities that are convertible into or exchangeable for any such stock, either immediately or upon the property held in trust arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this SECTION 4(E) shall be released similarly apply to the Company successive reorganizations, reclassification, mergers, consolidations or its designeedisposition of assets.