Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent effects any merger or consolidation of the Parent with or into another Person, (ii) the Parent effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the Parent shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (i1) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii2) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii3) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv4) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”"FUNDAMENTAL TRANSACTION"), then upon any subsequent conversion of this Note, the Investor Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transactionexercise of this Warrant, the same amount and kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share the number of Common Stock Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”"ALTERNATE CONSIDERATION"). For purposes of any such conversionexercise, the Parent determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders The successor or surviving entity in any Fundamental Transaction shall be bound by the provisions of Common Stock are given this Section 9(b) and shall ensure that the Warrant (or any choice as such replacement security) will be similarly adjusted upon any subsequent transaction analogous to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (i1) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii2) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii3) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv4) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such caseevent, a “Fundamental Transaction”"FUNDAMENTAL TRANSACTION"), ; then upon any subsequent conversion of this Note, the Investor Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transactionexercise of this Warrant, the same amount and kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share the number of Common Stock Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”"ALTERNATE CONSIDERATION"). For purposes of any such conversionexercise, the Parent determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders The successor or surviving entity in any Fundamental Transaction shall be bound by the provisions of Common Stock are given this Section 10(b) and shall ensure that the Warrant (or any choice as such replacement security) will be similarly adjusted upon any subsequent transaction analogous to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a11(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder, (y) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”) or (z) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor’s right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “"Alternate Consideration”"). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a11(a) above) (in any such case, a “Fundamental Transaction”"FUNDAMENTAL TRANSACTION"), then upon any subsequent conversion of this Note, the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder, (y) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”"ALTERNATE CONSIDERATION") or (z) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustment to the Conversion Price). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a9(a) above), or (v) the Company engages in any type of going-private transaction (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder, (y) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”) or (z) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transactionexercise of this Warrant, the same amount and kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share the number of Common Stock Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate Consideration”). For purposes of The aggregate Exercise Price for this Warrant will not be affected by any such conversionFundamental Transaction, but the Parent Company shall apportion the Conversion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion exercise of this Note Warrant following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (iA) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (iiB) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iiiC) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (ivD) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a each “Fundamental Transaction”), then then, upon any subsequent conversion exercise of this NoteWarrant, the Investor Holder shall have the right to receive, for each Underlying Warrant Share that would have been issuable upon such conversion absent exercise immediately prior to the occurrence of such Fundamental Transaction, the same kind number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and amount of securities, cash or property any additional consideration (the “Alternate Consideration”) receivable as it would have been entitled to receive upon the occurrence a result of such Fundamental Transaction if it had beenmerger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transactionevent. For purposes of any such exercise, the holder determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock (in such Fundamental Transaction, and the “Alternate Consideration”). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.Exercise

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a12(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor shall have the right to to: (x) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “"Alternate Consideration”") or (y) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. (i) If, at any time while this Note is outstandingafter the Issue Date, the Company, in a single transaction or through a series of related transactions (iA) the Parent effects any merger capital reorganization, or consolidation any reclassification of the Parent Capital Stock of the Company (other than a change in par value or from par value to no par value or no par value to par value or as a result of a stock split, reverse stock split, stock dividend, subdivision, split-up, combination of shares or other transaction having similar effect) or consolidates or merges with or into another Personcorporation or other form of entity where the Company is not the surviving entity, (iiB) the Parent effects any sale sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of the properties and assets of the Company and its assets subsidiaries, taken as a whole, in one their entirety to another person or a series group of related transactions, (iii) any tender offer or exchange offer (whether by the Parent or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or propertyaffiliated persons, or (ivC) the Parent effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the outstanding shares of Common Stock is effectively are converted into or exchanged for cash, securities or other securitiesassets, cash properties or property other consideration (other than as a result each of a subdivision or combination of shares of Common Stock covered by Section 10(athe transactions described in clauses (A), (B) aboveand (C) (in any such case, being a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor each Warrant shall have the right be adjusted to receivebe exercisable to purchase, for each Underlying Share share of Common Stock that would have been issuable received upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled exercise immediately prior to receive upon the occurrence of such Fundamental Transaction (determined as if it had beenthe Exercise Price were paid in cash), immediately prior to the cash, securities, assets, property and/or any other consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction, the Transaction by a holder of one share of Common Stock (the “Alternate Consideration”)Stock, assuming that such holder was not a constituent person. For purposes of any such conversionexercise, the Parent Exercise Price shall be appropriately adjusted (but not increased) to apply to such Alternative Consideration based on the amount of Alternative Consideration receivable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Exercise Price among the Alternate Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Alternative Consideration. If holders of Common Stock are given any choice as to the securities, cash cash, assets, property or property other consideration to be received in a Fundamental Transaction, then the Investor Holder exercising a Warrant following such Fundamental Transaction shall be given the same choice as to the Alternate Alternative Consideration it receives upon any conversion such exercise of this Note following the Warrant. Any resulting corporation or other successor to the Company in such Fundamental Transaction, if applicable, shall succeed to and be substituted to every right and obligation of the Company in respect of this Agreement and the Warrants and (X) if necessary to reflect such succession and substitution, shall enter into a supplemental warrant agreement, and (Y) if necessary to otherwise reflect the foregoing provisions of this paragraph (g), shall issue to the Holder a new Warrant consistent with such provisions and evidencing the Holder’s right to exercise such Warrant to purchase Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring the Company or any such resulting corporation or other successor to the Company to comply with the foregoing provisions of this paragraph (g) and providing that the Warrants (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. (ii) If this paragraph (g) applies, it shall supersede the application of paragraphs (a) through (c), inclusive, of this Section 13.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a11(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor shall have the right to declare an Event of Default pursuant to clause (iii) thereunder, or receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “"Alternate Consideration”"). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, ; (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, ; (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, ; or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transactionexercise of this Warrant, the same amount and kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share the number of Common Stock Warrant Shares then issuable upon exercise in full of this Warrant (the “"Alternate Consideration”"). For purposes of any such conversion, the Parent shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion exercise of this Note Warrant following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder, or (y) upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”)) or (z) require the surviving entity to issue to the Investor an instrument identical to this Note (with an appropriate adjustment to the conversion price) such that the Investor may receive shares of the surviving company’s common stock. For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Personperson, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Personperson) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a11(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder, (y) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “"Alternate Consideration”") or (z) require the surviving entity to issue to the Investor and instrument identical to this Note (with an appropriate adjustments to the conversion price). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction (or, if different, the ultimate parent of such successor or entity or the entity issuing the Alternate Consideration) shall issue to the Investor a new debenture consistent with the foregoing provisions and evidencing the Investor's right to convert such debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (c) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a11(a) above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to: (x) declare an Event of Default pursuant to clause (iii) thereunder or (y) receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the Parent Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Fundamental Transactions. If, at any time while this Note is any shares of Series A Preferred Stock are outstanding, (i) the Parent Corporation effects any merger of the Corporation into, or consolidation of the Parent with or into Corporation with, another Person, (ii) the Parent Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer a Change in Control Event occurs, (whether by the Parent or another Personiv) a Liquidation Event occurs under which Section 7(d) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or propertyapplicable, or (ivv) the Parent Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then then, upon any subsequent conversion of this NoteSeries A Preferred Stock, the Investor each Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the record holder of one share of Common Stock such Underlying Shares (the “Alternate Consideration”). For purposes The foregoing provisions shall apply regardless of any such conversion, the Parent shall apportion the Conversion Price among the Alternate Consideration in whether or not there would have been a reasonable manner reflecting the relative value sufficient number of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives authorized and available for issuance upon any conversion of this Note following the shares of Series A Preferred Stock outstanding as of the date of such Fundamental Transactiontransaction, and shall similarly apply to successive mergers, consolidations, sales, reclassifications or share exchanges.

Fundamental Transactions. If, at any time while this Note is any shares of Series B Preferred Stock are outstanding, (i) the Parent Corporation effects any merger of the Corporation into, or consolidation of the Parent with or into Corporation with, another Person, (ii) the Parent Corporation effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer a Change in Control Event occurs, (whether by the Parent or another Personiv) a Liquidation Event occurs under which Section 7(d) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or propertyapplicable, or (ivv) the Parent Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental Transaction”), then then, upon any subsequent conversion of this NoteSeries B Preferred Stock, the Investor each Holder shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the record holder of one share of Common Stock such Underlying Shares (the “Alternate Consideration”). For purposes The foregoing provisions shall apply regardless of any such conversion, the Parent shall apportion the Conversion Price among the Alternate Consideration in whether or not there would have been a reasonable manner reflecting the relative value sufficient number of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives authorized and available for issuance upon any conversion of this Note following the shares of Series B Preferred Stock outstanding as of the date of such Fundamental Transactiontransaction, and shall similarly apply to successive mergers, consolidations, sales, reclassifications or share exchanges.

Fundamental Transactions. If, at any time while this Note Warrant is outstanding, (i) the Parent Company effects any merger or consolidation of the Parent Company with or into another Person, (ii) the Parent Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Parent Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Parent Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “"Fundamental Transaction”"), then upon any subsequent conversion of this Note, the Investor Holder shall have the right thereafter to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transactionexercise of this Warrant, the same amount and kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share the number of Common Stock Warrant Shares then issuable upon exercise in full of this Warrant (the “"Alternate Consideration”"). For purposes of The aggregate Exercise Price for this Warrant will not be affected by any such conversionFundamental Transaction, but the Parent Company shall apportion the Conversion such aggregate Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.Consideration