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

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger, or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's ’s assets to another corporation shall be corporation, is effected after the date hereof in such a way that holders of Common Stock shall will be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares issuable upon the exercise of this Warrant) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If In case of any capital reorganization or reclassification of the capital stock of the Company, or of any reclassification of the Shares, or in case of the consolidation of the Company with or the merger of the Company with another into any other corporation, or sale of all or substantially all of the Company's assets to another corporation each Warrant shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such capital reorganization, reclassificationreclassification of Shares, consolidation, merger, consolidation or sale, lawful and adequate provision shall merger be made whereby the Holder shall thereafter have the right to purchase and receiveexercisable, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock stock or other securities of the Company, or of the corporation resulting from such consolidation or surviving such merger, as the case may be, to which the Shares issuable (at the time of such capital reorganization, reclassification of Shares, consolidation or merger) would be entitled if such exercise had taken place immediately theretofore purchasable and receivable upon the exercise prior to such capital reorganization, reclassification of this WarrantShares, consolidation or merger; and in any such case appropriate provision shall be made case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments holders of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) Warrants shall thereafter be appropriately adjusted so as to be applicable, as nearly as may be possiblereasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of this Warrantthe Warrants. The Company subdivision or combination of Shares at any time outstanding into a greater or lesser number of Shares shall not effect be deemed to be a reclassification of the Shares of the Company for the purposes of this Section. Anything herein contained to the contrary notwithstanding, each Warrant shall, following any such consolidation, mergersale of the properties and assets of the Company as, or substantially, as, an entirety to any other person or entity where such sale unless prior is to be followed by a dissolution or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books liquidation of the Company, the obligation to deliver to the Holder remain exercisable until such shares of stockdissolution or liquidation is effected, for such securities or assets as, in accordance with property of the foregoing sentence, the Holder may be entitled Company as would have been distributable if such exercise had take place prior to purchasesuch sale.

Effect of Sale, Merger or Consolidation. If In the event of any --------------------------------------- capital reorganization or reclassification of the capital stock Bank, or of any reclassification (other than a change in par value) of the CompanyCommon Stock, or consolidation or merger of any conversion of the Company with Common Stock into securities of another corporation, or the consolidation of the Bank with, or the merger of the Bank with or into, any other corporation where the Common Stock is converted into other securities or property (including cash) or in the event of the sale of all or substantially all of the Company's properties and assets of the Bank to another any other corporation (each such event hereinafter being referred to as a "Capital Change"), each Warrant shall be effected exercisable after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receiveCapital Change, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange only for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Bank or of the corporation into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Change) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Change. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments holders of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) Warrants shall thereafter be applicable, appropriately adjusted so as nearly as may to be possible, in relation reasonably applicable to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of this Warrantthe Warrants. The Company subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock of the Bank for the purpose of this Section. The Bank shall not effect any such consolidation, merger, merger or sale resulting in a Capital Change, unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the CompanyWarrant Agent, the obligation to deliver to the Holder holder of each Warrant such shares of stock, securities or assets as, property (including cash) as the Warrant Holders may be entitled to receive upon exercise of the Warrants in accordance with the foregoing sentenceprovisions, and the Holder may be entitled to purchaseother obligations of the Bank under this Warrant Agreement.

Effect of Sale, Merger or Consolidation. If In the event of (i) any capital reorganization or reclassification (other than a change in par value) of the capital stock Common Stock, (ii) any conversion of the CompanyCommon Stock into securities of another corporation, (iii) the consolidation of the Company with, or consolidation or the merger of the Company with another corporationor into, any other corporation where the Common Stock is converted into other securities or property (including cash) or (iv) in the event of the sale of all or substantially all of the Company's properties and assets of the Company to another corporation shall be effected after the date hereof in such any person as a way that holders consequence of Common Stock shall be entitled to receive stockwhich, securities, or assets with respect to any of the matters described in clauses (i) through (iv) of this Section 3.05, those persons who held all of the voting shares of the Company immediately prior to such transaction hold less than a majority of the voting shares or less than a majority of the beneficial interest in exchange for Common Stock, then, the resulting or surviving corporation (each such event hereinafter being referred to as a condition of such reorganization"Capital Change"), reclassification, consolidation, merger, or sale, lawful and adequate provision each Warrant shall be made whereby the Holder shall thereafter have the right to purchase and receiveexercisable after such Capital Change, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange only for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Company or of the person into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Change) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Change. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation reasonably applicable to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of the Warrants. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock of the Company for the purpose of this WarrantSection. The Company shall not effect any such consolidation, merger, merger or sale resulting in a Capital Change, unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation person or merger or the corporation person purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder holder of each Warrant such shares of stock, securities or assets as, property (including cash) as the Warrant Holders may be entitled to receive upon exercise of the Warrants in accordance with the foregoing sentenceprovisions, and the Holder may be entitled to purchaseother obligations of the Company under this Warrant Agreement.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be corporation, is effected after the date hereof in such a way that holders of Common Stock shall any class or series of capital stock for which the Rights are or become exchangeable will be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocksuch capital stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant Certificate and in lieu of the Shares shares immediately theretofore purchasable issuable and receivable upon the exercise exchange of this Warrantthe Rights, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock capital stock equal to the number of shares of Common Stock such capital stock immediately theretofore purchasable issuable and receivable upon the exercise exchange of this Warrantthe Rights, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant Certificate (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares issuable upon the exercise exchange of this Warrantthe Rights) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise exchange of this Warrantthe Rights. The Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be corporation, is effected after the date hereof in such a way that holders of Common Stock shall will be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares issuable upon the exercise of this Warrant) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be effected after the date hereof in such a way that holders of Common Stock Shares shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stocktheir Shares, then, as a pre-condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Shares equal to the number of shares of Common Stock Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision provisions shall be made with respect to the rights and interests of the Holder to the end so that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Warrant Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.address

Effect of Sale, Merger or Consolidation. If In the event of (a) any capital reorganization or reclassification (other than a change in par value) of the capital stock Common Stock, (b) any conversion of the CompanyCommon Stock into securities of another corporation, (c) the consolidation of the Company with, or consolidation or the merger of the Company with another corporationor into, any other corporation where the Common Stock is converted into other securities or property (including cash) or (d) in the event of the sale of all or substantially all of the Company's properties and assets of the Company to another corporation shall be effected after the date hereof in such any person as a way that holders consequence of Common Stock shall be entitled to receive stockwhich, securities, or assets with respect to any of the matters described in clauses (a) through (d) of this Section 3.05, those persons who held all of the voting shares of the Company immediately prior to such transaction hold less than a majority of the voting shares or less than a majority of the beneficial interest in exchange for Common Stock, then, the resulting or surviving corporation (each such event hereinafter being referred to as a condition "Capital Event"), each Warrant vested as of such reorganization, reclassification, consolidation, merger, or sale, lawful and adequate provision the date of a Capital Event shall be made whereby the Holder shall thereafter have the right to purchase and receiveexercisable within forty-five days after such Capital Event, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange only for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Company or of the person into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Event) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Event. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation reasonably applicable to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of this Warrantthe Warrants. The Company shall not effect any such consolidation, merger, or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books Any Warrants vested as of the Companydate of a Capital Event and not exercised within forty-five days after the date of a Capital Event shall expire and thereafter shall be of no further force and effect and all unvested Warrants as of the date of a Capital Event shall, immediately following the obligation to deliver to closing of the Holder such shares Capital Event transaction, expire and thereafter shall be of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchaseno further force and effect.

Effect of Sale, Merger or Consolidation. If In case of any capital reorganization or reclassification of the capital stock of the Company, or of any reclassification of the Shares, or in case of the consolidation of the Company with or the merger of the Company with another into any other corporation, or sale of all or substantially all of the Company's assets to another corporation each Warrant shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such capital reorganization, reclassificationreclassification of Shares, consolidation, merger, consolidation or sale, lawful and adequate provision shall merger be made whereby the Holder shall thereafter have the right to purchase and receiveexercisable, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock stock or other securities of the Company, or of the corporation resulting from such consolidation or surviving such merger, as the case may be, to which the Shares issuable (at the time of such capital reorganization, reclassification of Shares, consolidation or merger) would be entitled if such exercise had taken place immediately theretofore purchasable and receivable upon the exercise prior to such capital reorganization, reclassification of this WarrantShares, consolidation or merger; and in any such case appropriate provision shall be made case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments holders of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) Warrants shall thereafter be appropriately adjusted so as to be applicable, as nearly as may be possiblereasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of this Warrantthe Warrants. The Company subdivision or combination of Shares at any time outstanding into a greater or lesser number of Shares shall not effect be deemed to be a reclassification of the Shares of the Company for the purposes of this Section. Anything herein contained to the contrary notwithstanding, each Warrant shall, following any such consolidation, mergersale of the properties and assets of the Company as, or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumesubstantially, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may an entirety to any other person or entity where such sale is to be entitled to purchase.followed by a dissolution or liquidation

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital common stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be corporation, is effected after the date hereof but prior to the issuance of any Alternate Equity Consideration in such a way that holders of Common Stock shall Alternate Equity Consideration would be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stockcommon stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant Equity Consideration Certificate and in lieu of the Shares Alternate Equity Consideration immediately theretofore purchasable and receivable upon the exercise of pursuant to this WarrantEquity Consideration Certificate, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock common stock equal to the number of shares of Common Stock common stock immediately theretofore purchasable and receivable upon the exercise of pursuant to this WarrantEquity Consideration Certificate, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant Equity Consideration Certificate (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares of common stock issuable upon pursuant to the exercise of this WarrantEquity Consideration Certificate) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of common stock, other securities or assets thereafter deliverable upon the exercise of pursuant to this Warrant. Equity Consideration Certificate The Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of common stock, other securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchasereceive.

Effect of Sale, Merger or Consolidation. If In the event of --------------------------------------- (i) any capital reorganization or reclassification (other than a change in par value) of the capital stock Common Stock, (ii) any conversion of the CompanyCommon Stock into securities of another corporation, (iii) the consolidation of the Company with, or consolidation or the merger of the Company with another corporationor into, any other corporation where the Common Stock is converted into other securities or property (including cash) or (iv) in the event of the sale of all or substantially all of the Company's properties and assets of the Company to another corporation shall be effected after the date hereof in such any person as a way that holders consequence of Common Stock shall be entitled to receive stockwhich, securities, or assets with respect to any of the matters described in clauses (i) through (iv) of this Section 3.05, those persons who held all of the voting shares of the Company immediately prior to such transaction hold less than a majority of the voting shares or less than a majority of the beneficial interest in exchange for Common Stock, then, the resulting or surviving corporation (each such event hereinafter being referred to as a condition of such reorganization"Capital Change"), reclassification, consolidation, merger, or sale, lawful and adequate provision each Warrant shall be made whereby the Holder shall thereafter have the right to purchase and receiveexercisable after such Capital Change, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange only for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Company or of the person into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Change) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Change. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation reasonably applicable to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of the Warrants. The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the Common Stock of the Company for the purpose of this WarrantSection. The Company shall not effect any such consolidation, merger, merger or sale resulting in a Capital Change, unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation person or merger or the corporation person purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder holder of each Warrant such shares of stock, securities or assets as, property (including cash) as the Warrant Holders may be entitled to receive upon exercise of the Warrants in accordance with the foregoing sentenceprovisions, and the Holder may be entitled to purchaseother obligations of the Company under this Warrant Agreement.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's ’s assets to another corporation shall be corporation, is effected after the date hereof in such a way that holders of Common Stock shall will be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares issuable upon the exercise of this Warrant) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Except for the transactions contemplated by the Stock Exchange Agreement (as described below), the Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If In the event of (a) any capital reorganization or reclassification (other than a change in par value) of the capital stock Common Stock or the exchange or cancellation of outstanding shares of Common Stock, (b) any conversion of the CompanyCommon Stock into securities or property (including cash) of another corporation, (c) the consolidation of the Company with, or consolidation or the merger of the Company with another or into, any other corporation, or (d) in the event of the sale of all or substantially all of the Company's properties and assets of the Company to another corporation shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or any person in exchange for Common Stocksecurities or other property (including cash) or (e) any other recapitalization, thenissuance of shares or debt instruments, refinancing or financial restructuring of the Company (each such event hereinafter being referred to as a condition of such reorganization"Capital Event"), reclassification, consolidation, merger, or sale, lawful and adequate provision shall be made whereby the Holder each Warrant shall thereafter have the right to purchase and receive, be exercisable upon the basis and the terms and conditions specified in this Warrant Agreement and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange Plan for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Company or of the person into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Event) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Event. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation reasonably applicable to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise of this Warrantthe Warrants. The Company following shall not effect be considered as a Capital Event under this Agreement: (a) the refinance of debts not secured by the Real Estate (as defined in the Plan); (b) the granting of a purchase money security interest to secure debt that does not exceed $50,000 to any such consolidationone creditor (or its affiliates) or $125,000 in the aggregate; or (c) the issuance of preferred stock to persons who would be qualified to have an interest in the Company pursuant to the applicable rules, mergerregulations and requirements of the Colorado Gaming Commission governing entities holding gaming licenses, or sale unless prior and who contribute capital solely for the purposes of making capital improvements to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation 's property. The subdivision or merger combination of shares of Common Stock at any time outstanding into a greater or the corporation purchasing such assets lesser number of shares of Common Stock shall assume, by written instrument executed and delivered not be deemed to the Holder at its last address appearing on the books be a reclassification of the Company, Common Stock of the obligation to deliver to Company for the Holder such shares purpose of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchasethis Section.

Effect of Sale, Merger or Consolidation. If (a) In the event of (i) any capital reorganization or reclassification (other than a change in par value) of the capital stock Common Stock or the exchange or cancellation of outstanding shares of Common Stock, (ii) any conversion of the CompanyCommon Stock into securities or property (including cash) of another corporation, (iii) the consolidation of the Company with, or consolidation or the merger of the Company with another corporationor into, any other corporation or (iv) in the event of the sale of all or substantially all of the Company's properties and assets of the Company to another corporation shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or any person in exchange for Common Stock, then, securities or other property (including cash) (each such event hereinafter being referred to as a condition of such reorganization"CAPITAL EVENT"), reclassification, consolidation, merger, or sale, lawful and adequate provision shall be made whereby the Holder each Warrant shall thereafter have the right to purchase and receive, be exercisable upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange Agreement for a number of outstanding shares of Common Stock equal to the number of shares of stock or other securities or property (including cash) of the Company or of the person into which shares of Common Stock are converted or resulting from such consolidation or surviving such merger or to which such sale shall be made, as the case may be, to which the shares of Common Stock issuable (immediately theretofore purchasable and receivable prior to such Capital Event) upon the exercise of this Warrant, and in such Warrant would have been entitled upon such Capital Event. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to be reasonably applicable (b) The subdivision or combination of shares of Common Stock at any time outstanding into a greater or lesser number of shares of Common Stock shall not be deemed to be a reclassification of the end that Common Stock of the provisions Company for the purpose of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this WarrantSection 3.03. The Company shall not effect any such consolidationtransaction resulting in a Capital Event, merger, or sale unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation person or merger or the corporation person purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the CompanyWarrant Holder, the obligation to deliver to the Holder holder of each Warrant such shares of stock, securities or assets as, property (including cash) as the Warrant Holder may be entitled to receive upon exercise of the Warrants in accordance with the foregoing sentenceprovisions, and the Holder may be entitled to purchaseother obligations of the Company under this Warrant Agreement.

Effect of Sale, Merger or Consolidation. If Each Warrant shall continue to be exercisable after (i) any capital reorganization or reclassification conversion of the capital stock Common Shares into securities of another entity, (ii) any consolidation of the CompanyCompany with, or consolidation or the merger of the Company with another corporationor into, any other entity, where the Common Shares are converted into other securities or property (including cash) or (iii) the sale of all or substantially all of the Company's property or assets of the Company to another corporation entity (each such event hereinafter being referred to as a "CONVERSION EXCHANGE EVENT"). Each Warrant shall be effected exercisable after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive, Conversion Exchange Event upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this WarrantAgreement, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange but only for a number of outstanding shares of Common Stock equal to the number of common shares or other securities or property (including cash) of the Company or of such other entity to which the Common Stock immediately theretofore purchasable and receivable Shares issuable upon the exercise of such Warrant would have been entitled upon such Conversion Exchange Event if this Warrant, and in Warrant had been exercised immediately prior to such Conversion Exchange Event. In any such case appropriate provision shall be made case, if necessary, the provisions set forth in this Article III with respect to the rights and interests thereafter of the Warrant Holder shall be appropriately adjusted so as to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon be reasonably applicable to any common shares or other securities or property thereafter deliverable on the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this WarrantWarrants. The Company shall not effect any such consolidation, merger, or sale a Conversion Exchange Event unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation person or merger or the corporation person purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder holder of each Warrant such shares of stockcommon shares, securities or assets as, property (including cash) as the Warrant Holder may be entitled to receive upon exercise of the Warrants in accordance with the foregoing sentenceprovisions, and the Holder may be entitled to purchaseother obligations of the Company under this Agreement.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's assets to another corporation shall be effected after the date hereof in such a way that holders of Common Stock shall be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganizationreorganiza- tion, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Warrant and in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company shall not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.

Effect of Sale, Merger or Consolidation. If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or sale of all or substantially all of the Company's ’s assets to another corporation shall be corporation, is effected after the date hereof in such a way that holders of Common Stock shall will be entitled to receive stock, securities, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and adequate provision shall will be made whereby the Holder shall will thereafter have the right to purchase and receive, upon the basis and the terms and conditions specified in this Bridge Warrant and in lieu of the Shares shares immediately theretofore purchasable and receivable upon the exercise of this Bridge Warrant, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Bridge Warrant, and in any such case appropriate provision shall will be made with respect to the rights and interests of the Holder to the end that the provisions of this Bridge Warrant (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Shares shares issuable upon the exercise of this Bridge Warrant) shall will thereafter be applicable, as nearly as may be possible, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Bridge Warrant. The Company shall will not effect any such consolidation, merger, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assumeassumes, by written instrument executed and delivered to the Holder at its last address appearing on the books of the Company, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing sentence, the Holder may be entitled to purchase.