Common use of Effect of Reorganization and Asset Sales Clause in Contracts

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, reclassification of the capital stock of the Company, statutory exchange, consolidation, or merger of the Company with another Person, or sale of all or substantially all of the Company's assets to another Person shall be effected in such a way that holders of Nonvoting Common Stock shall be entitled to receive stock, securities, or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Common Stock (each such transaction being hereinafter referred to as a "Transaction"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holder, upon the exercise hereof at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants shall thereafter represent the right to receive, in lieu of the Nonvoting Common Stock issuable upon exercise or conversion hereof but otherwise upon and subject to all terms and conditions hereof, the cash, securities or other property to which such Holder would have been entitled upon the consummation of such Transaction if such Holder had exercised or converted such Warrants immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 6). The Company shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to each registered Holder of the Warrants in form and substance reasonably satisfactory to a majority in interest of the Holders, the obligation to continue to honor this Warrant and to deliver to such Holder such securities or other property to which, in accordance with the foregoing provisions, such Holder may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, reclassification of the capital stock of the Company, statutory exchange, consolidation, or merger of the Company with another Person, or sale of all or substantially all of the Company's assets to another Person shall be effected in such a way that holders of Nonvoting Common Stock shall be entitled to receive stock, securities, or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Common Stock (each such transaction being hereinafter referred to as a "Transaction"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holder, upon the exercise exchange hereof at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants Notes shall thereafter represent the right to receive, in lieu of the Nonvoting Common Stock issuable upon exercise or conversion exchange hereof but otherwise upon and subject to all terms and conditions hereof, the cash, securities securities, or other property to which such Holder would have been entitled upon the consummation of such Transaction if such Holder had exercised or converted exchanged such Warrants Notes immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 66.3). The Company shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Company) which may be required to deliver any securities or other property upon the exercise exchange of the Warrants Notes as provided herein shall assume, by written instrument delivered to each registered Holder of the Warrants Notes in form and substance reasonably satisfactory to the Holders of at least a majority in interest of the Holdersaggregate principal amount of the Notes then outstanding, the obligation to continue to honor this Warrant the Notes and to deliver to such Holder Holders such securities or other property to which, in accordance with the foregoing provisions, such Holder Holders may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants Notes shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, reclassification of the capital stock of the Company, statutory exchange, consolidation, or merger of the Company with another Person, or sale of all or substantially all of the Company's assets to another Person shall be effected in such a way that holders of Nonvoting Voting Common Stock shall be entitled to receive stock, securities, or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Voting Common Stock (each such transaction being hereinafter referred to as a "Transaction"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holder, upon the exercise exchange hereof at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants Notes shall thereafter represent the right to receive, in lieu of the Nonvoting Voting Common Stock issuable upon exercise or conversion exchange hereof but otherwise upon and subject to all terms and conditions hereof, the cash, securities securities, or other property to which such Holder would have been entitled upon the consummation of such Transaction if such Holder had exercised or converted exchanged such Warrants Notes immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 66.3). The Company shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Company) which may be required to deliver any securities or other property upon the exercise exchange of the Warrants Notes as provided herein shall assume, by written instrument delivered to each registered Holder of the Warrants Notes in form and substance reasonably satisfactory to the Holders of at least a majority in interest of the Holdersaggregate principal amount of the Notes then outstanding, the obligation to continue to honor this Warrant the Notes and to deliver to such Holder Holders such securities or other property to which, in accordance with the foregoing provisions, such Holder Holders may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants Notes shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Companycorporation, reclassification of the capital stock Aggregate Common Stock of the Companycorporation, statutory exchange, consolidation, or merger of the Company corporation with another Person, or sale of all or substantially all of the Companycorporation's assets to another Person shall be effected in such a way that holders of Nonvoting Aggregate Common Stock shall be entitled to receive stock, securities, or assets (including cash) of the Company corporation or another Person with respect to or in exchange for Nonvoting Aggregate Common Stock (each such transaction being hereinafter referred to as a "Transaction"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holder, upon the exercise hereof conversion of the Convertible Preferred Stock at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants Convertible Preferred Stock shall thereafter represent the right to receive, in lieu of the Voting Common Stock or Nonvoting Common Stock Stock, as the case may be, issuable upon exercise or conversion hereof thereof but otherwise upon and subject to all terms and conditions hereof, the cash, securities securities, or other property to which such Holder would have been entitled upon the consummation of such Transaction if such Holder had exercised or converted such Warrants Convertible Preferred Stock immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 6paragraph II.E.3). The Company corporation shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Companycorporation) which may be required to deliver any securities or other property upon the exercise conversion of the Warrants Convertible Preferred Stock as provided herein shall assume, by written instrument delivered to each registered Holder of the Warrants Convertible Preferred Stock in form and substance reasonably satisfactory to at least a majority in interest of the Holders, the obligation to continue to honor this Warrant the terms of the Convertible Preferred Stock and to deliver to such Holder Holders such securities or other property to which, in accordance with the foregoing provisions, such Holder Holders may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants Convertible Preferred Stock shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, reclassification of the capital stock of the Company, statutory exchange, consolidation, or merger of the Company with another Person, or sale of all or substantially all of the Company's assets to another Person shall be effected in such a way that holders of Nonvoting Common Stock shall be entitled to receive stock, securities, or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Common Stock (each such transaction being hereinafter referred to as a "TransactionTRANSACTION"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holderholder of Warrants, upon the exercise hereof of any Warrant at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants shall thereafter represent the right to receive, in lieu of the Nonvoting Common Stock Shares issuable upon exercise or conversion hereof of such Warrant but otherwise upon and subject to all terms and conditions hereof, the cash, securities securities, or other property to which such Holder holder would have been entitled upon the consummation of such Transaction if such Holder holder had exercised or converted such Warrants immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 6)8). The Company shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Company) which who may be required to deliver any securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to each registered Holder holder of the Warrants in form and substance reasonably satisfactory to a majority in interest of the Holderssuch holder, the obligation to continue to honor this Warrant Agreement and to deliver to such Holder holder such securities or other property to which, in accordance with the foregoing provisions, such Holder holder may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, reclassification of the capital stock of the Company, statutory exchange, consolidation, consolidation or merger of the Company with another Person, or sale of all or substantially all of the Company's assets to another Person shall be effected in such a way that holders of Nonvoting Common Stock shall be entitled to receive stock, securities, securities or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Common Stock (each such transaction being hereinafter referred to as a "Transaction"), then, as a condition of the consummation of each Transaction, lawful and adequate provisions shall then be made so that each Holder, upon the exercise hereof at any time after the consummation of such Transaction, shall be entitled to receive, and such Warrants shall thereafter represent the right to receive, in lieu of the Nonvoting Common Stock issuable upon exercise or conversion hereof but otherwise upon and subject to all terms and conditions hereof, the cash, securities or other property to which such Holder would have been entitled upon the consummation of such Transaction if such Holder had exercised or converted such Warrants immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 6). The Company shall not effect any Transaction unless prior to the consummation thereof each Person (other than the Company) which may be required to deliver any securities or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to each registered Holder of the Warrants in form and substance reasonably satisfactory to a majority in interest of the Holders, the obligation to continue to honor this Warrant and to deliver to such Holder such securities or other property to which, in accordance with the foregoing provisions, such Holder may be entitled, and such Person shall have similarly delivered to each registered Holder an opinion of counsel for such Person, in substance and from such counsel as is acceptable to the Holders, stating that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof.

Effect of Reorganization and Asset Sales. If any capital reorganization of the Company, or reclassification of the capital stock of the Company, statutory exchange, consolidation, or consolidation or merger of the Company with another Personcorporation, or the sale of all or substantially all of the Company's its assets to another Person corporation, shall be effected in such a way that holders of Nonvoting Common Stock shall be entitled to receive stock, securities, securities or assets (including cash) of the Company or another Person with respect to or in exchange for Nonvoting Common Stock (each such transaction being hereinafter referred to as a "Transaction")Stock, then, then as a condition of the consummation of each Transactionsuch reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions provision shall then be made so that each Holder, upon whereby the exercise hereof at any time after the consummation Holder of such Transaction, shall be entitled to receive, and such Warrants this Warrant shall thereafter represent have the right to receive, upon the terms and conditions herein contained, upon exercise of this Warrant in accordance with Section 1.02 above, in lieu of the Nonvoting shares of the Common Stock issuable of the Company immediately theretofore receivable upon the exercise or conversion hereof but otherwise upon and subject to all terms and conditions hereofof this Warrant, the cashsuch shares of stock, securities or other property assets as may be issued or payable with respect to which or in exchange for a number of outstanding shares of such Holder would have been entitled Common Stock equal to the number of shares of such stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of shares issuable upon exercise) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the consummation exercise of such Transaction if such Holder had exercised or converted such Warrants immediately prior thereto (subject to adjustments from and after the consummation date of such Transaction as nearly equivalent as possible to the adjustments provided for in this Section 6)Warrant. The Company shall not effect any Transaction such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof each Person the successor corporation (if other than the Company) which may be required to deliver any securities resulting from such consolidation or other property upon merger or the exercise of the Warrants as provided herein corporation purchasing such assets shall assume, assume by written instrument executed and mailed or delivered to each registered Holder of the Warrants in form and substance reasonably satisfactory to a majority in interest of the HoldersHolder, the obligation to continue to honor this Warrant and to deliver to such Holder holder such shares of stock, securities or other property to whichassets as, in accordance with the foregoing provisions, such Holder may be entitledentitled to receive, and containing the express assumption of such Person shall have similarly delivered successor corporation of the due and punctual performance and observance of each provision of this Warrant to each registered Holder an opinion be performed and observed by the Company and of counsel for such Person, in substance all liabilities and from such counsel as is acceptable to obligations of the Holders, stating that all the outstanding Warrants shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereofCompany hereunder.