Common use of Dissolution, Liquidation or Winding Up Clause in Contracts

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesNotwithstanding any other provision of this Agreement, ifin the event of any voluntary or involuntary liquidation, on dissolution or prior winding up of the Company, each Holder shall be entitled to share, with respect to the Expiration DateWarrant Shares issuable upon exercise of the Holder's Warrants, equally and ratably in any cash or non-cash distributions payable to holders of Common Stock, less the aggregate Exercise Price payable upon the exercise of such Warrants. The Company shall give notice to each Holder at the earliest practicable time (and, in any event, not less than 20 days before the date of such dissolution, liquidation or winding-up, as the case may be) and each Holder of outstanding Warrants shall be entitled to share equally and ratably in any other Person controlling the Company) shall propose a cash or noncash distributions payable to holders of Common Stock. In case of any such voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders hold in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent escrow any funds or other property which the Holders are a Holder is entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt in respect of such deposit from Holder's Warrant Shares at the Company and after receipt time of any distribution. No such Holder will be entitled to receive payment of any such distribution until such Holder has surrendered the Warrant Certificates evidencing Warrantssuch Warrant to the Company. From and after such voluntary or involuntary dissolution, and any liquidation or winding up with respect to the Company, all rights of the Holders, except the right to receive such other necessary information as distribution, without interest, upon the surrender of the Warrant Agent may reasonably requireCertificates, shall cease and terminate and such Warrants shall not thereafter be transferred (except with the Warrant Agent shall make payment in consent of the appropriate amount to Company) and such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Warrants shall not be required deemed to pay interest on be outstanding for any money deposited pursuant to other purpose whatsoever. For the provisions purposes of this Section 4 except such as it shall agree with Agreement, neither the Company to pay thereon. Any moneysvoluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property which at any time or assets of the Company, nor the consolidation or merger of the Company with one or more other corporations, shall be deposited by the Company deemed to be a liquidation, dissolution or on its behalf winding up, voluntary or involuntary, with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over respect to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawCompany.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days Article 13 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securitiesmonies, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmonies, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds monies, securities or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of any Holder has surrendered a Warrant Certificates evidencing Warrants, and any such other necessary information as Certificate to the Warrant Agent may reasonably requireAgent, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 Article 5 except such as it shall agree with the Company to pay thereon. Any moneysmonies, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 Article 5 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such monies, securities or other property shall have been deposited; provided, that, moneysprovided that monies, securities or other property need not be segregated from other fundsmonies, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrants in the manner provided in Section 11.1(b) at least Article 11 no later than ten (10) business days Business Days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the a date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securitiesmonies, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be. Immediately prior to the close of business on which such applicable effective date (i) each Holder or record date all unexercised Warrants shall be automatically exercised for Warrant Shares, in the manner provided for in Section 3.2, thereby entitling the holders of such Warrant Certificates shall receive the securitiesShares, money if any, to exchange their Warrant Shares for monies, securities or other property which deliverable upon such Holder would have been entitled to receive had such Holder been dissolution, liquidation or winding up, as the holder of record case may be. Unexercised Warrants and any Warrant Certificates evidencing the same shall expire as of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminateabove effective date or record date. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the The Company shall deposit with the Warrant Agent any funds monies, securities or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of any Holder has surrendered any Warrants and any Warrant Certificates evidencing Warrants, and any such other necessary information as to the Warrant Agent may reasonably requireAgent, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrants and Warrant CertificateCertificates. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 Article 5 except such as it shall agree with the Company to pay thereon. Any moneysmonies, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 Article 5 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such monies, securities or other property shall have been deposited; provided, that, moneysprovided that monies, securities or other property need not be segregated from other fundsmonies, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f5.1(g) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f5.1(g) applies, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 13 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securitiesmoneys, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmoneys, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds moneys, securities or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of any Holder has surrendered a Warrant Certificates evidencing Warrants, and any such other necessary information as Certificate to the Warrant Agent may reasonably requireAgent, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 5 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 5 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, provided that moneys, securities or other property need not be segregated from other fundsmoneys, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(fIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) appliesshall effect or otherwise be subject to a voluntary or involuntary dissolution, ifliquidation or winding up of the affairs of the Company, each Holder shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the Warrant Shares into which the Warrants were exercisable immediately prior to such dissolution, liquidation or winding up (net of the then applicable Warrant Price), and the rights to exercise such Warrants shall terminate. If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 10 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the proposed date (if then determinable) as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securitiesmoneys, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, the proposed date (if then determinable) on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmoneys, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the date on which the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent retain any funds moneys, securities or other property which the Holders are entitled to receive pursuant under this Agreement. After any Holder has surrendered a Warrant Certificate to the above paragraphCompany, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Company shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law4.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 10 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securitiesmoneys, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, the date on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmoneys, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the date on which the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent retain any funds moneys, securities or other property which the Holders are entitled to receive pursuant under this Agreement. After any Holder has surrendered a Warrant Certificate to the above paragraphCompany, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Company shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law4.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, each Warrantholder shall receive the securities, money or other property which such Warrantholder would have been entitled to receive had such Warrantholder been the holder of record of the Warrant Shares into which the Warrants were exercisable immediately prior to such dissolution, liquidation or winding up (net of the then applicable Warrant Price), and the rights to exercise such Warrants shall terminate. If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a “Winding Up”) voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 10 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securitiesmoneys, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, the date on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmoneys, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the date on which the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent retain any funds moneys, securities or other property which the Holders are entitled to receive pursuant under this Agreement. After any Holder has surrendered a Warrant Certificate to the above paragraphCompany, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Company shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law4.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(fThe Company shall cause to be mailed (by first class mail, postage prepaid) applies, if, on or prior to the Expiration DateHolder notice of the record date for any dividend, distribution or payment, in cash or in kind (including, without limitation, evidence of indebtedness and assets), with respect to shares of Common Stock at least twenty (20) calendar days before any such date. In the Company (or event that at any other Person controlling time after the Company) date hereof there shall propose be a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, then the Company shall give written notice thereof cause to be mailed (by first class mail, postage prepaid) to the Warrant Agent and all Holders Holder at the Holder's address as shown on the books of the Company, at the earliest practicable time (and, in the manner provided in Section 11.1(bany event, not less than twenty (20) at least ten (10) business calendar days prior to before any date set for definitive action), notice of the date on which such Winding Up is expected dissolution, liquidation or winding up shall take place, as the case may be. The notices referred to become effective or, if earlier, the record date for such Winding Up. Such notice above shall also specify the date as of which the holders of record of the shares of Common Stock of record or other securities underlying the Warrants shall be entitled to exchange their shares for securitiesreceive such dividend, money or other the property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be (the "Entitlement Date"). In the case of a distribution of evidence of indebtedness or assets (other than in dissolution, liquidation or winding up) which has the effect of reducing the Exercise Price to zero or less pursuant to Section 2A(9) of this Warrant Agreement, if the Holder elects to exercise the Warrants in accordance with Section 1 of this Warrant Agreement and become a holder of the Common Stock on which date (i) each the Entitlement Date, the Holder shall thereafter receive the evidence of Warrant Certificates indebtedness or assets distributed in respect of shares of Common Stock. In the case of any dissolution, liquidation or winding up of the Company, the Holder shall receive on the securities, money Entitlement Date the cash or other property which property, less the Exercise Price for the Warrants then in effect, that such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were been exercisable and exercised immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Priceor, if appropriate, record date therefor) and (ii) the rights any right of a Holder to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesNotwithstanding any other provision of this Agreement, ifin the event of any voluntary or involuntary liquidation, on dissolution or prior winding up of the Company, each Holder shall be entitled to share, with respect to the Expiration DateWarrant Shares issuable upon exercise of the Holder's Warrants, equally and ratably in any cash or non-cash distributions payable to holders of Common Stock, less the aggregate Exercise Price payable upon the exercise of such Warrants. The Company shall give notice to each Holder at the earliest practicable time (and, in any event, not less than twenty (20) days before the date of such dissolution, liquidation or winding-up, as the case may be) and each Holder of outstanding Warrants shall be entitled to share equally and ratably in any other Person controlling the Company) shall propose a cash or noncash distributions payable to holders of Common Stock. In case of any such voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders hold in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent escrow any funds or other property which the Holders are a Holder is entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt in respect of such deposit from Holder's Warrant Shares at the Company and after receipt time of any distribution. No such Holder will be entitled to receive payment of any such distribution until such Holder has surrendered the Warrant Certificates evidencing Warrantssuch Warrant to the Company. From and after such voluntary or involuntary dissolution, and any liquidation or winding up with respect to the Company, all rights of the Holders, except the right to receive such other necessary information as distribution, without interest, upon the surrender of the Warrant Agent may reasonably requireCertificates, shall cease and terminate and such Warrants shall not thereafter be transferred (except with the Warrant Agent shall make payment in consent of the appropriate amount to Company) and such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Warrants shall not be required deemed to pay interest on be outstanding for any money deposited pursuant to other purpose whatsoever. For the provisions purposes of this Section 4 except such as it shall agree with Agreement, neither the Company to pay thereon. Any moneysvoluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property which at any time or assets of the Company, nor the consolidation or merger of the Company with one or more other corporations, shall be deposited by the Company deemed to be a liquidation, dissolution or on its behalf winding up, voluntary or involuntary, with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over respect to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawCompany.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, Up on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesNotwithstanding any other provision of this Agreement, ifin the event of any voluntary or involuntary liquidation, on dissolution or prior winding up of the Company, each Holder shall be entitled to share, with respect to the Expiration DateWarrant Shares issuable upon exercise of the Holder's Warrants, equally and ratably in any cash or non-cash distributions payable to holders of Common Stock, less the aggregate Exercise Price payable upon the exercise of such Warrants. The Company shall give notice to each Holder at the earliest practicable time (and, in any event, not less than 20 days before the date of such dissolution, liquidation or winding-up, as the case may be) and each Holder of outstanding Warrants shall be entitled to share equally and ratably in any other Person controlling the Company) shall propose a cash or noncash distributions payable to holders of Common Stock. In case of any such voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders hold in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent escrow any funds or other property which the Holders are a Holder is entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt in respect of such deposit from Holder's Warrant Shares at the Company and after receipt time of any distribution. No such Holder will be entitled to receive payment of any such distribution until such Holder has surrendered the Warrant Certificates evidencing Warrantssuch Warrant to the Company. From and after such voluntary or involuntary dissolution, and any liquidation or winding up with respect to the Company, all rights of the Holders, except the right to receive such other necessary information as distribution, without interest, upon the surrender of the Warrant Agent may reasonably requireCertificates, shall cease and terminate and such Warrants shall not thereafter be transferred (except with the Warrant Agent shall make payment in consent of the appropriate amount to Company) and such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Warrants shall not be required deemed to pay interest on be outstanding for any money deposited pursuant to other purpose whatsoever. For the provisions purposes of this Section 4 except such as it shall agree with Agreement, neither the Company to pay thereon. Any moneysvoluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property which at any time or assets of the Company, nor the consolidation or merger of the Company with one or more other corporations, shall be deposited by deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, with respect to the Company Company. Further, in the event of any voluntary or on its behalf with involuntary liquidation, dissolution or winding up of the Company, the amount of distribution payable to the holders of Warrants or Warrant Agent Shares pursuant to this Section 4 clause (1) shall be, and are hereby, assigned, transferred and set over be adjusted immediately prior to any such distribution so as to give effect to the Warrant Agent assumption that the Company has redeemed (whether or not in accordance with Section 3.3 hereof; provided, that, moneys, securities fact such redemption has or other property need not be segregated will occur) from other funds, securities or other property held by the Warrant Agent except HIG Group a number of shares of Common Stock equal to the extent required by lawnumber of Warrant Shares outstanding as of the date of such distribution.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f5.1(g) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 11.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f5.1(g) applies, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, provided that moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f5.1(h) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (collectively, a “Winding Up”; provided that a Winding Up shall not be effected pursuant to a Transaction) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f5.1(h) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, provided that moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesIf, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 9.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date (the “Exchange Date”) as of which the holders of the shares of record of the shares capital stock of Common Stock the Company shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of a Warrant Certificates Certificate shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder the Warrant been the holder of record of the shares of Common Stock into which the Warrants were exercisable exercised immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) ), and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant under this Agreement with respect to the above paragraph, together with a Company Order as to the distribution thereofeach Warrant. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing the Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount amount, with respect to each Warrant, to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesIf, ifon or prior to the Expiration Date, the Company shall effect or otherwise be subject to a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, each Warrantholder shall receive the securities, money or other property which such Warrantholder would have been entitled to receive had such Warrantholder been the holder of record of the Warrant Shares into which the Warrants were exercisable immediately prior to such dissolution, liquidation or winding up (net of the then applicable Warrant Price), and the rights to exercise such Warrants shall terminate. If, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 10 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the proposed date (if then determinable) as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securitiesmoneys, money securities or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, the proposed date (if then determinable) on which date (i) each Holder of Warrant Certificates shall be entitled to receive the securitiesmoneys, money securities or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Warrant Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the date on which the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent retain any funds money, securities or other property which the Holders are entitled to receive pursuant under this Agreement. After any Holder has surrendered a Warrant Certificate to the above paragraphCompany, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Company shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law4.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner and within the time period provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up11.2. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Each Holder of Warrant Certificates shall receive the securities, money cash or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminateterminate on the date specified in such notice as the date on which the holders of record of the shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such dissolution, liquidation or winding up, as the case may be. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and and, upon written request of a Holder and, in the case of Certificated Warrants, after receipt of surrendered Warrant Certificates evidencing such Certificated Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing such written request by the Holder surrendering such Warrant CertificateHolder. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, provided that moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesIf, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 9.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date (the "Exchange Date") as of which the holders of the shares of record of the shares capital stock of Common Stock the Company shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of a Warrant Certificates Certificate shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder the Warrant been the holder of record of the shares of Common Stock into which the Warrants were exercisable exercised immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) ), and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant under this Agreement with respect to the above paragraph, together with a Company Order as to the distribution thereofeach Warrant. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing the Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount amount, with respect to each Warrant, to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 12.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably requireCertificates, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 (except such as it shall agree with may otherwise be instructed by the Company to pay thereonin writing). Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 Section4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, trust for the purpose for which such moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawshall have been deposited.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesNotwithstanding any other -------------------------------------- provision of this Agreement, ifin the event of any voluntary or involuntary liquidation, on dissolution or prior winding up of the Company, each Holder shall be entitled to share, with respect to the Expiration DateWarrant Shares issuable upon exercise of the Holder's Warrants, equally and ratably in any cash or non-cash distributions payable to holders of Common Stock, less the aggregate Exercise Price payable upon the exercise of such Warrants. The Company shall give notice to each Holder at the earliest practicable time (and, in any event, not less than 20 days before the date of such dissolution, liquidation or winding-up, as the case may be) and each Holder of outstanding Warrants shall be entitled to share equally and ratably in any other Person controlling the Company) shall propose a cash or noncash distributions payable to holders of Common Stock. In case of any such voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders hold in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent escrow any funds or other property which the Holders are a Holder is entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt in respect of such deposit from Holder's Warrant Shares at the Company and after receipt time of any distribution. No such Holder will be entitled to receive payment of any such distribution until such Holder has surrendered the Warrant Certificates evidencing Warrantssuch Warrant to the Company. From and after such voluntary or involuntary dissolution, and any liquidation or winding up with respect to the Company, all rights of the Holders, except the right to receive such other necessary information as distribution, without interest, upon the surrender of the Warrant Agent may reasonably requireCertificates, shall cease and terminate and such Warrants shall not thereafter be transferred (except with the Warrant Agent shall make payment in consent of the appropriate amount to Company) and such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Warrants shall not be required deemed to pay interest on be outstanding for any money deposited pursuant to other purpose whatsoever. For the provisions purposes of this Section 4 except such as it shall agree with Agreement, neither the Company to pay thereon. Any moneysvoluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property which at any time or assets of the Company, nor the consolidation or merger of the Company with one or more other corporations, shall be deposited by the Company deemed to be a liquidation, dissolution or on its behalf winding up, voluntary or involuntary, with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over respect to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawCompany.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days SECTION 12.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Underlying Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Underlying Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Warrant Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section SECTION 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section SECTION 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, PROVIDED THAT moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesIf the Company shall, ifat any time before the expiration of this Warrant, on dissolve, liquidate or prior wind up its affairs, the Registered Holder shall, upon exercise of this Warrant have the right to receive, in lieu of the shares of Warrant Stock that the Registered Holder otherwise would have been entitled to receive, the same kind and amount of assets as would have been issued, distributed or paid to the Expiration Date, the Company (or Registered Holder upon any other Person controlling the Company) shall propose a voluntary or involuntary such dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof with respect to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Warrant Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive had the securities, money or other property which such Holder would have been entitled to receive had such Registered Holder been the holder of record of such shares of Warrant Stock receivable upon exercise of this Warrant on the date for determining those entitled to receive any such distribution. If any such dissolution, liquidation or winding up results in any cash distribution in excess of the Exercise Price provided by this Warrant for the shares of Common Warrant Stock into which receivable upon exercise of this Warrant, the Warrants were exercisable immediately prior to such Winding Up (net Registered Holder may, at the Registered Holder's option, exercise this Warrant without making payment of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) appliesPrice and, in case of any such Winding Up of the Companycase, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant shall, upon distribution to the above Registered Holder, consider the Exercise Price to have been paid in full and, in making settlement to the Registered Holder, shall obtain receipt of the Exercise Price by deducting an amount equal to the Exercise Price for the shares of Warrant Stock receivable upon exercise of this Warrant from the amount payable to the Registered Holder. For purposes of this paragraph, together with a Company Order as to the distribution thereof. After receipt sale of such deposit from all or substantially all of the assets of the Company and after receipt distribution of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant proceeds thereof to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time Company's members shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawdeemed a liquidation.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f5.1(h) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then then-applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f5.1(h) applies, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably requirerequire (including, but not limited to, signature guarantees), the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree in writing with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesOther than a Sale of the Company, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) date, if the Exercise Condition is satisfied, each Holder of Warrant Certificates Warrants shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) appliesOther than a Sale of the Company, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Book-Entry Warrants or Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, subject to such Company Order, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Book-Entry Warrant or Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon4. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. (a) Unless Section 5.1(f12(a)(iv) or Section 12(b)(iii) applies, if, on or prior to the Expiration DateTime, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days 20 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders stockholders of record of the shares of Common Stock shall be entitled to exchange their shares Common Stock for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates Warrantholder shall receive the securities, money or other property which such Holder Warrantholder would have been entitled to receive had such Holder Warrantholder been the holder stockholder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. . (b) Unless Section 5.1(f12(a)(iv) appliesor Section 12(b)(iii) apply, in case of any such Winding Up of the affairs of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders Warrantholders are entitled to receive pursuant to the above paragraphthis Section 22, together with a Company Order instructions as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificateeach Warrantholder. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 22 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 22 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, ifIf, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders of Warrant Certificates in the manner provided in Section 11.1(b) at least ten (10) business days 12.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in In case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraphunder this Agreement, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably requireCertificates, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 (except such as it shall agree with may otherwise be instructed by the Company to pay thereonin writing). Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, trust for the purpose for which such moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by lawshall have been deposited.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f5.1(h) applies, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock Shares shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock Shares into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then then-applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f5.1(h) applies, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) applies, if, on or prior to the Expiration DateTime, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (collectively, a “Winding Up”; provided that a Winding Up shall not be effected pursuant to a Transaction) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days 11.2 prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereoftrust for the purpose for which such moneys, securities or other property shall have been deposited; provided, that, provided that moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesNotwithstanding any other provision of this Agreement, ifin the event of any voluntary or involuntary liquidation, on dissolution or prior winding up of the Company, each Holder shall be entitled to share, with respect to the Expiration DateWarrant Shares issuable upon exercise of the Holder's Warrants, equally and ratably in any cash or non-cash distributions payable to holders of Common Stock, less the aggregate Exercise Price payable upon the exercise of such Warrants. The Company shall give notice to each Holder at the earliest practicable time (and, in any event, not less than 20 days before the date of such dissolution, liquidation or winding-up, as the case may be) and each Holder of outstanding Warrants shall be entitled to share equally and ratably in any other Person controlling the Company) shall propose a cash or noncash distributions payable to holders of Common Stock. In case of any such voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders hold in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up is expected to become effective or, if earlier, the record date for such Winding Up. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Up, on which date (i) each Holder of Warrant Certificates shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) applies, in case of any such Winding Up of the Company, the Company shall deposit with the Warrant Agent escrow any funds or other property which the Holders are a Holder is entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt in respect of such deposit from Holder's Warrant Shares at the Company and after receipt time of any distribution. No such Holder will be entitled to receive payment of any such distribution until such Holder has surrendered the Warrant Certificates evidencing Warrantssuch Warrant to the Company. From and after such voluntary or involuntary dissolution, and any liquidation or winding up with respect to the Company, all rights of the Holders, except the right to receive such other necessary information as distribution, without interest, upon the surrender of the Warrant Agent may reasonably requireCertificates, shall cease and terminate and such Warrants shall not thereafter be transferred (except with the Warrant Agent shall make payment in consent of the appropriate amount to Company) and such Person or Persons as it may be directed in writing by the Holder surrendering such Warrant Certificate. The Warrant Agent Warrants shall not be required deemed to pay interest on be outstanding for any money deposited pursuant to other purpose whatsoever. For the provisions purposes of this Section 4 except such as it shall agree with Agreement, neither the Company to pay thereon. Any moneysvoluntary sale, lease, conveyance, exchange or transfer (for cash, shares of stock, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.other

Dissolution, Liquidation or Winding Up. Unless Section 5.1(f) appliesOther than a Sale of the Company, if, on or prior to the Expiration Date, the Company (or any other Person controlling the Company) shall propose a voluntary or involuntary dissolution, liquidation or winding up (a “Winding Up”) of the affairs of the Company, the Company shall give written notice thereof to the Warrant Agent and all Holders in the manner provided in Section 11.1(b) at least ten (10) business days prior to the date on which such Winding Up transaction is expected to become effective or, if earlier, the record date for such Winding Uptransaction. Such notice shall also specify the date as of which the holders of record of the shares of Common Stock shall be entitled to exchange their shares for securities, money or other property deliverable upon such Winding Updissolution, liquidation or winding up, as the case may be, on which date (i) date, if the Exercise Conditions are satisfied, each Holder of Warrant Certificates Warrants shall receive the securities, money or other property which such Holder would have been entitled to receive had such Holder been the holder of record of the shares of Common Stock into which the Warrants were exercisable immediately prior to such Winding Up dissolution, liquidation or winding up (net of the then applicable Exercise Price) and (ii) the rights to exercise the Warrants shall terminate. Unless Section 5.1(f) appliesOther than a Sale of the Company, in case of any such Winding Up voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall deposit with the Warrant Agent any funds or other property which the Holders are entitled to receive pursuant to the above paragraph, together with a Company Order as to the distribution thereof. After receipt of such deposit from the Company and after receipt of surrendered Book-Entry Warrants or Warrant Certificates evidencing Warrants, and any such other necessary information as the Warrant Agent may reasonably require, subject to such Company Order, the Warrant Agent shall make payment in the appropriate amount to such Person or Persons as it may be directed in writing by the Holder surrendering such Book-Entry Warrant or Warrant Certificate. The Warrant Agent shall not be required to pay interest on any money deposited pursuant to the provisions of this Section 4 except such as it shall agree with the Company to pay thereon4. Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Section 4 shall be, and are hereby, assigned, transferred and set over to the Warrant Agent in accordance with Section 3.3 hereof; provided, that, moneys, securities or other property need not be segregated from other funds, securities or other property held by the Warrant Agent except to the extent required by law.