Common use of Effect of Reorganization, Reclassification, Merger, Etc Clause in Contracts

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Price, 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, or of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the Company: (i) reorganizes its capital stock of the Company (other than by the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise Stock, and other than by a combination of shares share combination, as provided for in Section 3.1 hereof3.1), (ii) consolidates or merges with another corporation, or any consolidation sells, conveys, leases or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of otherwise transfers all or substantially all of its assets property to any other corporation, which transaction is effected in a manner such that the holder holders of any Warrant shall, during the remainder of the period such Warrant is exercisable, Common Stock shall be entitled to receive cash, stock, securities or assets with respect to or in exchange for Common Stock, or (iii) pays a dividend or makes any other distribution upon any class of its capital stock, which dividend or distribution is payable in Company securities or other Company property (other than cash); then, as a part of such transaction, lawful provision shall be made so that Holder shall have the right thereafter to receive, upon payment conversion of the Exercise Pricethis Note, the number of shares of stock or other securities or property of the Company, Company or of the successor corporation resulting from such consolidation or mergertransaction, or of the corporation to which the assets of the Company property has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Xxxxxx would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transaction if such Warrant this Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, consolidation merger, sale, conveyance, lease or other transfer; and, in thereto. In any such case, appropriate adjustment adjustments (as determined by the Board Company’s board of Directors of the Companydirectors) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to Note (including the rights and interests thereafter adjustment of the Warrant holders Conversion Price) to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise conversion of the Warrants this Note as if the Warrants Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer transaction and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or mergertransaction. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation corporation(s) to which the Company property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, securities, cash or property as in accordance with which Holder is entitled to purchase under the foregoing provisions such holder shall be entitled to purchaseof this Section 3.3.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Price, 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, or of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Warrantholders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any this Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 4(a) hereof) ), or any consolidation or merger of the Company with another corporation corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets property to any other corporation, which is effected in such a manner that the holder holders of any Warrant shall, during the remainder of the period such Warrant is exercisable, Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that Holder shall have the right thereafter to receive, upon payment of the Exercise Priceexercise hereof, 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, or of the corporation to which the assets property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in . In any such case, appropriate adjustment adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants this Warrant as if the Warrants this Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder Holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets property to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Purchase Price, 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, or of the corporation to which the assets property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Purchase Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Warrantholders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in a split, subdivision or combination of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares as provided for in Section 3.1 hereof) or any consolidation or merger of the Company with or into another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise PricePrice for such Warrant, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such consolidation or consolidation, merger, sale, conveyance, lease or transfer, that a holder of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon to receive in such capital reorganization, reclassification of capital stockreclassification, consolidation, merger, sale, conveyance, lease or other transfer transfer, if such Warrant had been exercised exericised immediately prior to such capital reorganization, reclassification of capital stockreclassification, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate . Appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price for such Warrant and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stockreclassification, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or mergertransfer. The Company shall not effect any such capital reorganization, reclassification, consolidation, merger merger, sale, conveyance, lease or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any this Warrant is outstanding there should be (i) any capital reorganization or reclassification of the capital stock of the Company Corporation (other than the issue issuance of any shares of Common Stock Shares in subdivision of outstanding shares of Common Stock Shares by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 4(a) hereof), (ii) or any consolidation or merger of the Company Corporation with another corporation corporation, or any sale, conveyance, lease or other transfer by the Company Corporation of all or substantially all of its assets property to any other corporation, which is effected in such a manner that the holder holders of Common Shares shall be entitled to receive cash, shares, securities, or assets with respect to or in exchange for Common Shares, or (iii) any Warrant shall, during the remainder dividend or any other distribution upon any class of shares of the period Corporation payable in shares of the Corporation of a different class, other securities of the Corporation, or other property of the Corporation (other than cash), then, as a part of such Warrant is exercisabletransaction, lawful provision shall be entitled made so that Holder shall have the right thereafter to receive, upon payment of the Exercise Priceexercise hereof, the number of shares of stock or other securities or property of the CompanyCorporation, or of the successor corporation resulting from such consolidation or merger, or of the corporation to which the assets property of the Company Corporation has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transfer, if such this Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stockconsolidation, consolidation merger, sale, conveyance, lease or other transfer; and, in or dividend payment or other distribution. In any such case, appropriate adjustment adjustments (as determined by the Board of Directors of the CompanyBoard) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares Common Shares issuable upon the exercise of the WarrantsWarrant) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants Warrant as if the Warrants Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer transfer, or dividend payment or other distribution and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company Corporation shall not effect any such capital reorganization, consolidation, merger merger, sale, conveyance, lease or transfer other transfer, or dividend payment or other distribution unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company Corporation has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stockshares, securities, cash or property as in accordance with the foregoing provisions such holder Holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 4(a) hereof) ), or any consolidation or merger of the Company with another corporation corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets property to any other corporation, which is effected in such a manner that the holder holders of any Warrant shall, during the remainder of the period such Warrant is exercisable, Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, then, as a part of such transaction, lawful provision shall be made so that each Holder shall have the right thereafter to receive, upon payment of the Exercise Priceexercise hereof, 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, or of the corporation to which the assets property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transfer, if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in . In any such case, appropriate adjustment adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares Shares issuable upon the exercise of the Warrants) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Holders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder Holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Price, 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, or of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Warrantholders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.shall

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the Issuer: (a) reorganizes its capital stock of the Company (other than by the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise Stock, and other than by a combination of shares share combination, as provided for in Section 3.1 hereof8.1); (b) consolidates or any consolidation or merger of the Company merges with another corporation corporation, or any salesells, conveyanceconveys, lease leases or other transfer by the Company of otherwise transfers all or substantially all of its assets property to any other corporationcorporation or entity, which transaction is effected in a manner such that the holder holders of any Warrant shall, during the remainder of the period such Warrant is exercisable, Common Stock shall be entitled to receive cash, stock, securities, ownership interest, or assets with respect to or in exchange for Common Stock; or (c) pays a dividend or makes any other distribution upon any class of its capital stock, which dividend or distribution is payable in Issuer securities or other Issuer property (other than cash); then, as a part of such transaction, lawful provision shall be made so that Holder shall have the right thereafter to receive, upon payment conversion of the Exercise Pricethis Note, the number of shares of stock stock, ownership interests, or other securities or property of the Company, Issuer or of the successor corporation or entity resulting from such consolidation or mergertransaction, or of the corporation or entity to which the assets of the Company Issuer property has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transaction if such Warrant this Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, consolidation merger, sale, conveyance, lease or other transfer; and, in thereto. In any such case, appropriate adjustment adjustments (as determined by the Board Issuer’s board of Directors of the Companydirectors) shall be made in the application of the provisions set forth in this Warrant Agreement with respect Note (including an adjustment to the rights and interests thereafter of the Warrant holders to the end Conversion Price) so that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares shares, ownership interests, or other property thereafter deliverable upon the exercise conversion of the Warrants this Note as if the Warrants Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer transaction and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or mergertransaction. The Company Issuer shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation corporation(s) or the corporation entity(ies) to which the Issuer property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, ownership interests, securities, cash cash, or property as in accordance with which Holder is entitled to receive under the foregoing provisions such holder shall be entitled to purchaseof this Section 8.3.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the Issuer: (a) reorganizes its capital stock of the Company (other than by the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise Stock, and other than by a combination of shares share combination, as provided for in Section 3.1 hereof7.1); (b) consolidates or any consolidation or merger of the Company merges with another corporation corporation, or any salesells, conveyanceconveys, lease leases or other transfer by the Company of otherwise transfers all or substantially all of its assets property to any other corporationcorporation or entity, which transaction is effected in a manner such that the holder holders of any Warrant shall, during the remainder of the period such Warrant is exercisable, Common Stock shall be entitled to receive cash, stock, securities, ownership interest, or assets with respect to or in exchange for Common Stock; or (c) pays a dividend or makes any other distribution upon any class of its capital stock, which dividend or distribution is payable in Issuer securities or other Issuer property (other than cash); then, as a part of such transaction, lawful provision shall be made so that Holder shall have the right thereafter to receive, upon payment conversion of the Exercise Pricethis Note, the number of shares of stock stock, ownership interests, or other securities or property of the Company, Issuer or of the successor corporation or entity resulting from such consolidation or mergertransaction, or of the corporation or entity to which the assets of the Company Issuer property has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transaction if such Warrant this Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, consolidation merger, sale, conveyance, lease or other transfer; and, in thereto. In any such case, appropriate adjustment adjustments (as determined by the Board Issuer’s board of Directors of the Companydirectors) shall be made in the application of the provisions set forth in this Warrant Agreement with respect Note (including an adjustment to the rights and interests thereafter of the Warrant holders to the end Conversion Price) so that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares shares, ownership interests, or other property thereafter deliverable upon the exercise conversion of the Warrants this Note as if the Warrants Note had been exercised converted immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer transaction and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or mergertransaction. The Company Issuer shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation corporation(s) or the corporation entity(ies) to which the Issuer property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, ownership interests, securities, cash cash, or property as in accordance with which Holder is entitled to receive under the foregoing provisions such holder shall be entitled to purchaseof this Section 7.3.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Price, 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, or of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.transfer

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification re-classification of the capital stock of the Company (other than the issue of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets to any other corporation, the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Price, 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, or of the corporation to which the assets of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in any such case, appropriate adjustment (as determined deter-mined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Warrantholders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any Warrant is outstanding there should be any capital reorganization or reclassification of the capital stock of the Company (other than the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 hereof) hereof or any consolidation or merger of the Company with another corporation or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets property to any other corporation, then the holder of any Warrant shall, during the remainder of the period such Warrant is exercisable, be entitled to receive, upon payment of the Exercise Purchase Price, 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, or of the corporation to in which the assets property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and propertyproperty ) of the Company, deliverable upon the exercise of such Warrant, would have been entitled upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer if such Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; andprovided that, in any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders Warrantholders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Purchase Price and the number of shares issuable upon the exercise of the Warrants) shall thereafter be applicable, as near as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants as if the Warrants had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Warrantholders had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant such shares of stock, securities, cash or property as as, in accordance with the foregoing provisions provisions, such holder shall be entitled to purchase.

Effect of Reorganization, Reclassification, Merger, Etc. If at any time while any this Warrant is outstanding there should be (i) any capital reorganization or reclassification of the capital stock of the Company (other than the issue issuance of any shares of Common Stock in subdivision of outstanding shares of Common Stock by reclassification or otherwise and other than a combination of shares provided for in Section 3.1 4(a) hereof), (ii) or any consolidation or merger of the Company with another corporation corporation, or any sale, conveyance, lease or other transfer by the Company of all or substantially all of its assets property to any other corporation, which is effected in such a manner that the holder holders of Common Stock shall be entitled to receive cash, stock, securities, or assets with respect to or in exchange for Common Stock, or (iii) any Warrant shall, during the remainder dividend or any other distribution upon any class of stock of the period Company payable in stock of the Company of a different class, other securities of the Company, or other property of the Company (other than cash), then, as a part of such Warrant is exercisabletransaction, lawful provision shall be entitled made so that Holder shall have the right thereafter to receive, upon payment of the Exercise Priceexercise hereof, 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, or of the corporation to which the assets property of the Company has been sold, conveyed, leased or otherwise transferred, as the case may be, to which the Common Stock (and any other securities and property) of the Company, deliverable upon the exercise of such Warrant, Holder would have been entitled to receive upon such capital reorganization, reclassification of capital stock, consolidation, merger, sale, conveyance, lease or other transfer transfer, if such this Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, consolidation consolidation, merger, sale, conveyance, lease or other transfer; and, in . In any such case, appropriate adjustment adjustments (as determined by the Board of Directors of the Company) shall be made in the application of the provisions set forth in this Warrant Agreement with respect to the rights and interests thereafter of the Warrant holders to the end that the provisions set forth in this Warrant Agreement (including the adjustment of the Exercise Price and the number of shares Shares issuable upon the exercise of the WarrantsWarrant) to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably may be reasonably practicablebe, in relation to any shares or other property thereafter deliverable upon the exercise of the Warrants Warrant as if the Warrants Warrant had been exercised immediately prior to such capital reorganization, reclassification of capital stock, such consolidation, merger, sale, conveyance, lease or other transfer and the Warrant holders Holder had carried out the terms of the exchange as provided for by such capital reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, consolidation, merger or transfer unless, upon or prior to the consummation thereof, the successor corporation or the corporation to which the property of the Company has been sold, conveyed, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the holder of each Warrant Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions such holder Holder shall be entitled to purchase.