Common use of Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in this Section 5); (b) any consolidation or merger or combination to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or lease of all or substantially all of the property or assets of the Company, directly or indirectly, to any person (any such event being called a “Capital Reorganization”), upon the effective date of such Capital Reorganization, the holder shall have the right to receive, upon exercise of the Warrant, the kind and amount of shares of stock and/or other securities and/or property (including cash) which the holder would have owned or have been entitled to receive in connection with such Capital Reorganization if the Warrant had been exercised immediately prior to such Capital Reorganization, assuming the holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be (“Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization. The provisions of this Section 5.4 shall similarly apply to successive Capital Reorganizations. The Company shall not consummate any transaction that effects or permits any such event or occurrence unless each person whose shares of stock, securities or assets will be issued, delivered or paid to the stockholders, prior to or simultaneously with the consummation of the transaction, expressly assumes, or in the case of the Company, acknowledges, by a subsequent Warrant or other document in a form substantially similar hereto, executed and delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 5.4, such holder is entitled to purchase, and all other obligations and liabilities under the Warrant, including obligations and liabilities in respect of subsequent adjustments that are required under the Warrant.

Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege. If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in this Section 5); (b) any consolidation or merger or combination to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale, conveyance, transfer or lease of all or substantially all of the property or assets of the Company, directly or indirectly, to any person (any such event being called a “Capital Reorganization”), upon the effective date of such Capital Reorganization, the holder Holder shall have the right to receive, upon exercise of the WarrantWarrants, the kind and amount of shares of stock and/or other securities and/or property (including cash) which the holder Holder would have owned or have been entitled to receive in connection with such Capital Reorganization if the Warrant Warrants had been exercised immediately prior to such Capital Reorganization, assuming the holder Holder (i) is not a person Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be (“Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his such Holder’s rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization. The provisions of this Section 5.4 shall similarly apply to successive Capital Reorganizations. The Company shall not consummate any transaction that effects or permits any such event or occurrence unless each person Person whose shares of stock, securities or assets will be issued, delivered or paid to the stockholders, prior to or simultaneously with the consummation of the transaction, expressly assumes, or in the case of the Company, acknowledges, by a subsequent Warrant or other document in a form substantially similar hereto, executed and delivered to the holder hereofHolder, the obligation to deliver to such holder Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 5.4, such holder Holder is entitled to purchase, and all other obligations and liabilities under the WarrantWarrants, including obligations and liabilities in respect of subsequent adjustments that are required under the WarrantWarrants.

Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege. If any of the following shall occur, namely: (a) any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or any other change for which an adjustment is provided in this Section 5); (b) any consolidation or merger or combination to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; , or (c) any sale, sale or conveyance, transfer or lease of all or substantially all of the property or assets business of the Company as an entirety, then the Company, directly or indirectly, to any person (any such event being called a “Capital Reorganization”), upon the effective date of such Capital Reorganizationsuccessor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver to Cohig as representative of each holder of a Warrant then Xxxxxx Dental Management 1996 Warrant unexercised and outstanding, an amendment to this Agreement providing that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action, to receive, upon exercise of the WarrantWarrants, the kind and amount of shares of stock and/or and other securities and/or and property (including cash) which receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the holder would have owned or have been entitled to receive in connection with number of shares of Common Stock deliverable upon exercise of such Capital Reorganization if the Warrant had been exercised immediately prior to such Capital Reorganizationreclassification, assuming the holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such change, consolidation, merger, sale or conveyance was madeconveyance. Such amendment shall provide for the adjustments of the Exercise Price which shall be as nearly equivalent as may be practicable to the adjustments of the Exercise Price provided for in this Section 4. If, in the case of any such reclassification, change, consolidation, merger, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such amendment shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 4.4 shall similarly apply to successive consolidations, mergers, sales, or conveyances. In the event the Company shall execute an amendment to this Agreement as provided in this subsection (“Constituent Person”4.4), or the Company shall promptly send each Warrantholder an affiliate of a Constituent Person and (ii) failed to exercise his rights of electionOfficers' Certificate briefly stating the reasons for the amendment, if any, as to the kind or amount of securities, cash shares of stock or other securities or property (including cash) receivable by Warrantholders upon such Capital Reorganization. The provisions exercise of this Section 5.4 shall similarly apply to successive Capital Reorganizations. The Company shall not consummate any transaction that effects or permits their Warrants after any such event reclassification, change, consolidation, merger, sale or occurrence unless each person whose shares of stockconveyance, securities or assets will any adjustments to be issued, delivered or paid to the stockholders, prior to or simultaneously made with the consummation of the transaction, expressly assumes, or in the case of the Company, acknowledges, by a subsequent Warrant or other document in a form substantially similar hereto, executed and delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 5.4, such holder is entitled to purchaserespect thereto, and that all other obligations and liabilities under the Warrant, including obligations and liabilities in respect of subsequent adjustments that are required under the Warrantconditions precedent have been complied with.

Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege. If any of the following shall occur, namely: (a) any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or any other change for which an adjustment is provided in this Section 5); (b) any consolidation or merger or combination to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from Xxxxxx Dental Management 1997 Warrants par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; , or (c) any sale, sale or conveyance, transfer or lease of all or substantially all of the property or assets business of the Company as an entirety, then the Company, directly or indirectlysuch successor or purchasing corporation, as the case may be, shall, as a condition precedent to any person (any such event being called reclassification, change, consolidation, merger, sale or conveyance, execute and deliver to Cohig as representative of each holder of a “Capital Reorganization”)Warrant then unexercised and outstanding, upon an amendment to this Agreement providing that the effective date of such Capital Reorganization, the holder Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action, to receive, upon exercise of the WarrantWarrants, the kind and amount of shares of stock and/or and other securities and/or and property (including cash) which receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the holder would have owned or have been entitled to receive in connection with number of shares of Common Stock deliverable upon exercise of such Capital Reorganization if the Warrant had been exercised immediately prior to such Capital Reorganizationreclassification, assuming the holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such change, consolidation, merger, sale or conveyance was madeconveyance. Such amendment shall provide for the adjustments of the Exercise Price which shall be as nearly equivalent as may be practicable to the adjustments of the Exercise Price provided for in this Section 4. If, in the case of any such reclassification, change, consolidation, merger, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such amendment shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 4.4 shall similarly apply to successive consolidations, mergers, sales, or conveyances. In the event the Company shall execute an amendment to this Agreement as provided in this subsection (“Constituent Person”4.4), or the Company shall promptly send each Warrantholder an affiliate of a Constituent Person and (ii) failed to exercise his rights of electionOfficers' Certificate briefly stating the reasons for the amendment, if any, as to the kind or amount of securities, cash shares of stock or other securities or property (including cash) receivable by Warrantholders upon such Capital Reorganization. The provisions exercise of this Section 5.4 shall similarly apply to successive Capital Reorganizations. The Company shall not consummate any transaction that effects or permits their Warrants after any such event reclassification, change, consolidation, merger, sale or occurrence unless each person whose shares of stockconveyance, securities or assets will any adjustments to be issued, delivered or paid to the stockholders, prior to or simultaneously made with the consummation of the transaction, expressly assumes, or in the case of the Company, acknowledges, by a subsequent Warrant or other document in a form substantially similar hereto, executed and delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 5.4, such holder is entitled to purchaserespect thereto, and that all other obligations and liabilities under the Warrant, including obligations and liabilities in respect of subsequent adjustments that are required under the Warrantconditions precedent have been complied with.

Effect of Reclassification, Consolidation, Merger or Sale on Exercise Privilege. If any of the following shall occur, namely: (a) any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or any other change for which an adjustment is provided in this Section 5); (b) any consolidation or merger or combination to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; , or (c) any sale, sale or conveyance, transfer or lease of all or substantially all of the property or assets business of the Company as an entirety, then the Company, directly or indirectlysuch successor or purchasing corporation, as the case may be, shall, as a condition precedent to any person (any such event being called reclassification, change, consolidation, merger, sale or conveyance, execute and deliver to Cohig as representative of each holder of a “Capital Reorganization”)Warrant then unexercised and outstanding, upon an amendment to this Agreement providing that the effective date of such Capital Reorganization, the holder Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action, to receive, upon exercise of the WarrantWarrants, the kind and amount of shares of stock and/or and other securities and/or and property (including cash) which receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the holder would have owned or have been entitled to receive in connection with number of shares of Common Stock deliverable upon exercise of such Capital Reorganization if the Warrant had been exercised immediately prior to such Capital Reorganizationreclassification, assuming the holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such change, consolidation, merger, sale or conveyance was madeconveyance. Such amendment shall provide for the adjustments of the Exercise Price which shall be as nearly equivalent as may be practicable to the adjustments of the Exercise Price provided for in this Section 4. If, in the case of any such reclassification, change, consolidation, merger, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock includes shares of stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such amendment shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 4.4 shall similarly apply to successive consolidations, mergers, sales, or conveyances. In the event the Company shall execute an amendment to this Agreement as provided in this subsection (“Constituent Person”4.4), or the Company shall promptly send each Warrantholder an affiliate of a Constituent Person and (ii) failed to exercise his rights of electionOfficers' Certificate briefly stating the reasons for the amendment, if any, as to the kind or amount of securities, cash shares of stock or other securities or property (including cash) receivable by Warrantholders upon such Capital Reorganization. The provisions exercise of this Section 5.4 shall similarly apply to successive Capital Reorganizations. The Company shall not consummate any transaction that effects or permits their Warrants after any such event reclassification, change, consolidation, merger, sale or occurrence unless each person whose shares of stockconveyance, securities or assets will any adjustments to be issued, delivered or paid to the stockholders, prior to or simultaneously made with the consummation of the transaction, expressly assumes, or in the case of the Company, acknowledges, by a subsequent Warrant or other document in a form substantially similar hereto, executed and delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions of this Section 5.4, such holder is entitled to purchaserespect thereto, and that all other obligations and liabilities under the Warrant, including obligations and liabilities in respect of subsequent adjustments that are required under the Warrantconditions precedent have been complied with.