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

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares shall be subdivided into a greater number of Shares, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares shall be combined into a smaller number of Shares, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. If any of the following events occur: (i) any reclassification or change of the outstanding Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability company or corporation as a result of which holders of common membership interest Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Shares, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other company or corporation as a result of which holders of Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Shares, then the Company or the successor or purchasing company or corporation, as the case may be, shall providing that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Shares issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Shares did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share in respect of which such rights of election have not been exercised ("non-electing Share"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing Share shall be deemed to be the kind and amount so receivable per Share by a plurality of the non-electing Shares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company or corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then an acknowledgment of the obligations under this paragraph shall be executed by such other company or corporation. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares common stock shall be subdivided into a greater number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares common stock shall be combined into a smaller number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. If any of the following events occur: (i) any reclassification or change of the outstanding Shares shares of common stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability corporation or company or corporation as a result of which holders of common membership interest Shares stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation or company or corporation as a result of which holders of Shares common stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, then the Company or the successor or purchasing company corporation or corporationcompany, as the case may be, shall providing that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Warrant Shares issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares shares of common stock available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Shares common stock did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share share of common stock in respect of which such rights of election have not been exercised ("non-electing Shareshare"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or 4 conveyance for each non-electing Share share shall be deemed to be the kind and amount so receivable per Share share of common stock by a plurality of the non-electing Sharesshares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares common stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company corporation or corporationcompany, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then an acknowledgment of the obligations under this paragraph shall be executed by such other company corporation or corporationcompany. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares common stock shall be subdivided into a greater number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares common stock shall be combined into a smaller number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. If any of the following events occur: (i) any reclassification or change of the outstanding Shares shares of common stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability corporation or company or corporation as a result of which holders of common membership interest Shares stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation or company or corporation as a result of which holders of Shares common stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, then the Company or the successor or purchasing company corporation or corporationcompany, as the case may be, shall providing that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Warrant Shares issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares shares of common stock available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Shares common stock did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share share of common stock in respect of which such rights of election have not been exercised ("non-electing Shareshare"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing Share share shall be deemed to be the kind and amount so receivable per Share share of common stock by a plurality of the non-electing Sharesshares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares common stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company corporation or corporationcompany, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then an acknowledgment of the obligations under this paragraph shall be executed by such other company corporation or corporationcompany. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares common stock shall be subdivided into a greater number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares common stock shall be combined into a smaller number of Sharesshares of common stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. If any of the following events occur: (i) any reclassification or change of the outstanding Shares shares of common stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability company or corporation as a result of which holders of common membership interest Shares stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other company or corporation as a result of which holders of Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharescommon stock, then the Company or the successor or purchasing company or corporation, as the case may be, shall providing provide that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Shares issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares shares of common stock available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Shares common stock did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share share of common stock in respect of which such rights of election have not been exercised ("non-electing Shareshare"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each such non-electing Share share shall be deemed to be the kind and amount so receivable per Share share of common stock by a plurality of the non-electing Sharesshares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares common stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company or corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then an acknowledgment acknowledgement of the obligations under this paragraph shall be executed by such other company or corporation. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. (a) If the outstanding Shares Common Stock shall be subdivided into a greater number of Sharesshares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares Common Stock shall be combined into a smaller number of Sharesshares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. Upon such adjustment in the Exercise Price, a like and proportional adjustment shall be made in the number of Warrant Shares issuable upon exercise of this Warrant. If any of the following events occur: (i) any reclassification or change of the outstanding Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability company or corporation as a result of which holders of common membership interest Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharesshares of Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other company or corporation as a result of which holders of Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharesshares of Common Stock, then the Company or the successor or purchasing company or corporation, as the case may be, shall providing provide that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Shares shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares shares of Common Stock available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such conveyance. If: (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to be mailed to the holder of Shares did not exercise his or her rights this Warrant at its last address as it shall appear upon the Warrant register of electionthe Company, if any, as at least 10 business days prior to the kind applicable record or amount effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property receivable deliverable upon such reclassification, consolidation, merger, statutory sale, transfer, share exchange, sale dissolution, liquidation or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share in respect of which such rights of election have not been exercised ("non-electing Share"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing Share shall be deemed to be the kind and amount so receivable per Share by a plurality of the non-electing Shares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrantwinding up. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company or corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then then, to the extent necessary, an acknowledgment of the obligations under this paragraph shall be executed by such other company or corporation. The Company shall not effect any non-dissolution or non-liquidation transaction described in Section 6 of this Warrant unless prior to or simultaneously with the consummation of or the purchasing of the securities or assets in such transaction thereof the successor person or entity (if other than the Company) resulting from such transaction shall assume in writing the obligations of the Company pursuant to this Warrant. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares shall be subdivided into a greater number of Shares, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares shall be combined into a smaller number of Shares, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes become effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. If any of the following events occur: (i) any reclassification or change of the outstanding Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability company or corporation as a result of which holders of common membership interest Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Shares, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other company or corporation as a result of which holders of Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Shares, then the Company or the successor or purchasing company or corporation, as the case may be, shall providing provide that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Shares issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Shares did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share in respect of which such rights of election have not been exercised ("non-electing Share"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each such non-electing Share shall be deemed to be the kind and amount so receivable per Share by a plurality of the non-electing Shares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company or corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then an acknowledgment acknowledgement of the obligations under this paragraph shall be executed by such other company or corporation. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

Effect of Subdivision, Reclassification, Merger, Etc. If the outstanding Shares Common Stock shall be subdivided into a greater number of Sharesshares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and, conversely, if the outstanding Shares Common Stock shall be combined into a smaller number of Sharesshares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. Upon such adjustment in the Exercise Price, a like and proportional adjustment shall be made in the number of Warrant Shares issuable upon exercise of this Warrant. If any of the following events occur: (i) any reclassification or change of the outstanding Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another limited liability company or corporation as a result of which holders of common membership interest Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharesshares of Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other company or corporation as a result of which holders of Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Sharesshares of Common Stock, then the Company or the successor or purchasing company or corporation, as the case may be, shall providing provide that this Warrant shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of Shares shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized Shares shares of Common Stock available to issue upon exercise of the entirety of this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such conveyance. If: (A) the Company shall declare a dividend (or any other distribution) on its Common Stock; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Company shall authorize the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall cause to be mailed to the holder of Shares did not exercise his or her rights this Warrant at its last address as it shall appear upon the Warrant register of electionthe Company, if any, as at least 10 business days prior to the kind applicable record or amount effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property receivable deliverable upon such reclassification, consolidation, merger, statutory sale, transfer, share exchange, sale dissolution, liquidation or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each Share in respect of which such rights of election have not been exercised ("non-electing Share"), then, for the purposes of paragraph, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing Share shall be deemed to be the kind and amount so receivable per Share by a plurality of the non-electing Shares). In any such case, the revenue calculation necessary for exercise of this Warrant shall be calculated on the basis of the business entity or assets so consolidated, merged, exchanged, sold or conveyed, whether in whole or incorporated into another business entity, and it shall be the responsibility of such successor or acquiror entity to perform such calculation, which calculation shall be conclusive and binding on the holder of this Warrantwinding up. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing company or corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then then, to the extent necessary, an acknowledgment of the obligations under this paragraph shall be executed by such other company or corporation. The Company shall not effect any non-dissolution or non-liquidation transaction described in Section 6 of this Warrant unless prior to or simultaneously with the consummation of or the purchasing of the securities or assets in such transaction thereof the successor person or entity (if other than the Company) resulting from such transaction shall assume in writing the obligations of the Company pursuant to this Warrant. The above provisions of this paragraph shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Upon any adjustment of the Exercise Price and number of shares of Warrant Shares issuable upon exercise of this Warrant pursuant hereto, the Company shall promptly thereafter cause to be given to the registered holder of this Warrant certificate Certificate at its address appearing on the Warrant register maintained by the Company written notice of such adjustments by first-class mail, postage prepaid. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.