Common use of Effect of Reorganization, Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reorganization, Reclassification, Consolidation, Merger or Sale. If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the capital stock of the Company (other than a subdivision or combination of shares provided for in subsection 3.2 hereof), any consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the Company is the surviving entity and which does not result in any change in the Common Stock), or any sale or other disposition by the Company of all or substantially all of its assets to any other corporation, then the Registered Holder of this Warrant shall thereafter upon exercise of this Warrant be entitled to receive the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification of capital stock, consolidation, merger, sale, or other disposition if this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale, or other disposition. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the Registered Holder of this Warrant to the end that the provisions set forth in this Warrant (including those relating to adjustments of the Exercise Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise hereof as if (a) this Warrant had been exercised immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale, or other disposition and (b) the Registered Holder hereof had carried out the terms of the exchange as provided for by such reorganization, reclassification of capital stock, consolidation, or merger. The Company shall not effect any such reorganization, consolidation, or merger unless, upon or prior to the consummation thereof, the successor corporation shall assume by written instrument the obligation to deliver to the Registered Holder hereof such shares of stock or other securities, cash, or property as such Holder shall be entitled to purchase in accordance with the foregoing provisions. Notwithstanding any other provisions of this Warrant, in the event of the sale or other disposition of all or substantially all of the assets of the Company as a part of a plan for liquidation of the Company, all rights to exercise the Warrant shall terminate 60 days after the Company gives written notice to the Registered Holder of this Warrant that such sale or other disposition has been consummated.

Effect of Reorganization, Reclassification, Consolidation, Merger or Sale. If at any time while this Warrant Note is outstanding there shall be any reorganization or reclassification of the capital stock of the Company (other than a subdivision Borrower or combination of shares provided for in subsection 3.2 hereof), any consolidation or merger of the Company Borrower with another corporation (other than a consolidation or merger in which the Company Borrower is the surviving entity and which does not result in any change in the Common Stock), or any sale or other disposition by the Company Borrower of all or substantially all of its assets to any other corporation, then the Registered Holder holder of this Warrant Note shall thereafter upon exercise conversion of this Warrant Note be entitled to receive the number of shares of stock or other securities or property of the CompanyBorrower, or of the successor corporation resulting from such consolidation or merger, as the case may be, to which the Common Stock Acquired Securities (and any other securities and property) of the CompanyBorrower, deliverable upon the exercise of the conversion rights under this WarrantNote, would have been entitled upon such reorganization, reclassification of capital stock, consolidation, merger, sale, sale or other disposition if this Warrant Note had been exercised converted immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale, sale or other disposition. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the CompanyBorrower) shall be made in the application of the provisions set forth in this Warrant Note with respect to the rights and interests thereafter of the Registered Holder holder of this Warrant Note to the end that the provisions set forth in this Warrant Note (including those relating to adjustments of the Exercise Price and the number of shares issuable upon the exercise conversion of this WarrantNote) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter deliverable upon the exercise conversion hereof as if (a) this Warrant Note had been exercised converted immediately prior to such reorganization, reclassification of capital stock, consolidation, merger, sale, sale or other disposition and (b) the Registered Holder holder hereof had carried out the terms of the exchange as provided for by such reorganization, reclassification of capital stock, consolidation, consolidation or merger. The Company Borrower shall not effect any such reorganization, consolidation, consolidation or merger unless, upon or prior to the consummation thereof, the successor corporation shall assume by written instrument the obligation to deliver to the Registered Holder holder hereof such shares of stock or other stock, securities, cash, cash or property as such Holder holder shall be entitled to purchase receive in accordance with the foregoing provisions. Notwithstanding any other provisions of this Warrant, in the event of the sale or other disposition of all or substantially all of the assets of the Company as a part of a plan for liquidation of the Company, all rights to exercise the Warrant shall terminate 60 days after the Company gives written notice to the Registered Holder of this Warrant that such sale or other disposition has been consummated.