Common use of Fundamental Transactions Clause in Contracts

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental Transactions.

Fundamental Transactions. If Upon the occurrence of any capital reorganizationFundamental Transaction, reclassification of the capital stock of the CompanySuccessor Entity shall succeed to, consolidation or merger of and be substituted for the Company with another corporation, or sale, transfer or other disposition of all or substantially all of (so that from and after the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”), then, as a condition date of such Fundamental Transaction, lawful each and adequate every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant and the adjustments in the following sentence had occurred. On or prior to the consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be made whereby issued upon exercise of this Warrant at any time after the Holder shall thereafter have consummation of the right to purchase and receive upon the basis and upon the terms and conditions herein specified and Fundamental Transaction, in lieu of the Warrant Shares immediately theretofore issuable shares of Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of the Warrantthis Warrant prior to such Fundamental Transaction), such shares of stock, securities securities, cash, assets or assets as any other property whatsoever (including warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock, if any, that the Holder would have been issuable or payable with respect entitled to or in exchange for a number receive upon the happening of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken placeor the record, and eligibility or other determination date for the event resulting in any such case appropriate provision shall be made with respect Fundamental Transaction, had this Warrant been exercised immediately prior to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets record, eligibility or other appropriate corporation or entity shall assume, by written instrument executed and delivered determination date for the event resulting in such Fundamental Transaction (without regard to any limitations on the Company (a copy exercise of which shall be delivered to the Holderthis Warrant), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, as adjusted in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental TransactionsWarrant.

Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition in which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity; (ii) the 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 Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of a majority of the outstanding shares of Common Stock tender or exchange their shares for other securities, cash or property; or (each iv) the Company effects any reclassification of all outstanding Common Stock or any compulsory share exchange pursuant to which all outstanding Common Stock is effectively converted into or exchanged for other securities, cash or property (each, a “Fundamental Transaction”), thenthen the Holder shall have the right thereafter to receive, upon any subsequent exercise of this Warrant, the same amount and kind of securities, cash or property as a condition it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu holder of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof“Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder of the Warrant Holder, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental Transactions.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and and, in any such case case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction unless consolidation, merger, sale, transfer or other disposition unless, prior to or simultaneously with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction.

Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (1) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (each 4) the 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 (in any such case, a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby then the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties assets (including cash) thereafter deliverable upon the exercise hereofthereof. The Company terms of any agreement pursuant to which a Fundamental Transaction is effected shall not effect include terms requiring any such Fundamental Transaction unless prior successor or surviving entity to or simultaneously comply with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental TransactionsSection.

Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification there occurs any Fundamental Transaction (including, without limitation, one pursuant to which holders of the capital stock shares of the Company, consolidation or merger of the Company with another corporation, or sale, transfer Common Stock are entitled to receive securities or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number shares of Warrant Shares equal Common Stock), then the Holder shall have the right thereafter to the number of Warrant Shares immediately theretofore issuable receive, upon exercise of the this Warrant, had in lieu of the shares of the Common Stock (or other securities, cash assets or other property purchasable upon the exercise of the Warrant prior to such Fundamental Transaction not taken placeTransaction), the same amount and in any such case appropriate provision shall be made with respect to the rights and interests kind of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities securities, cash, assets or properties thereafter deliverable any other property whatsoever (including warrants or other purchase or subscription rights) that the Holder would have been entitled to receive upon the exercise hereof. The Company shall not effect any consummation of such Fundamental Transaction unless had this Warrant been exercised immediately prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from record date for such consolidation or mergerFundamental Transaction, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, as adjusted in accordance with the foregoing provisionsprovisions of this Warrant. Upon the occurrence of any Fundamental Transaction, the Successor Entity, if any, shall succeed to, and be substituted for (so that from and after the date of such holder Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may be entitled to purchase exercise every right and power of the other Company and shall assume all of the obligations of the Company under this WarrantWarrant with the same effect as if such Successor Entity had been named as the Company herein. The provisions of this paragraph (b) Section shall apply similarly apply and equally to successive Fundamental TransactionsTransactions and any adjustment under this Section 4 shall be without duplication for any adjustment or distribution made under Section 2.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an eligible Trading Market, then the Company shall not enter into or consummate such a Fundamental Transaction without the prior written consent of the Required Holders.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 8(b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”)effected, then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, assume by written instrument executed and delivered to instrument, reasonably deemed by both the Board of Directors of the Company (and Holders representing at least a copy majority of which shall the Warrant Shares issuable upon exercise of all Warrants issued in the same offering as this Warrant to be delivered satisfactory in form and substance, such affirmative assessment not to the Holder)be unreasonably withheld, the obligation to deliver to the holder of the Warrant Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase purchase, and the other obligations of the Company under this Warrant. The provisions of this paragraph (b) section shall similarly apply to successive Fundamental Transactionsreorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. If the Company, in spite of using its best efforts, is unable to cause this Warrant to continue in full force and effect until the Expiration Date in connection with any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, then the Company shall pay the Holder an amount calculated in accordance with the Black-Scholes Option Pricing formula set forth in the appendix hereto.

Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with another corporationthe provisions of this Section 4(b), or saleincluding agreements, transfer or other disposition of all or substantially all if necessary, to deliver to the Holder in exchange for this Warrant a security of the Company’s assets Successor Entity evidenced by a written instrument substantially similar in form and substance to another corporation shall be effected this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (each a “without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction”), thenand with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, as a condition such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, lawful the Successor Entity shall succeed to, and adequate provision shall be made whereby substituted for (so that from and after the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu date of the Warrant Shares immediately theretofore issuable upon exercise of the Warrantapplicable Fundamental Transaction, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental TransactionsWarrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents in accordance with another corporationthe provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, or sale, transfer or other disposition of all or substantially all including agreements to deliver to each holder of the Company’s assets Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to another corporation shall be effected (each a “Fundamental Transaction”)this Warrant, thenincluding, as a condition without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, lawful and adequate provision shall be made whereby exercisable for a corresponding number of shares of capital stock equivalent to the Holder shall thereafter have the right to purchase shares of Common Stock acquirable and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal and reasonably satisfactory to the number Required Holders. Upon the occurrence of Warrant Shares immediately theretofore issuable upon exercise any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder)Transaction, the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) Warrant referring to the “Company” shall similarly apply refer instead to successive Fundamental Transactions.the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such Fundamental Transaction, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such Fundamental Transaction, provided that the per share consideration to be received by the holders of Common Stock upon the consummation of such Fundamental Transaction is less than the Exercise Price. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date and (ii) an expected volatility equal to the lesser of (x) 60 or (y) 100 – day volatility obtained from the HVT function on Bloomberg, provided however, the expected volatility used to calculate such value shall not exceed sixty (60%) percent.

Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (1) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (each 4) the 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 (in any such case, a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby then the Holder shall thereafter have the right to either (A) to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets (including cash) as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties assets (including cash) thereafter deliverable upon the exercise hereofthereof or (B) require the repurchase of this Warrant for a purchase price, payable in cash within five Trading Days after such request, equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The Company terms of any agreement pursuant to which a Fundamental Transaction is effected shall not effect include terms requiring any such Fundamental Transaction unless prior successor or surviving entity to or simultaneously comply with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental TransactionsSection.

Fundamental Transactions. If any capital reorganization, of the following transactions shall occur: (i) a reorganization or reclassification of the capital stock of the Company, (ii) a consolidation or merger of the Company with another corporationentity in which the Company is not the survivor, or the stockholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or (iii) any sale, transfer or other disposition of all or substantially all of the Company’s 's assets to another corporation shall be effected entity (each any such transaction being hereinafter referred to as a “"Fundamental Transaction”"), then, as a condition of such Fundamental Transaction, then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder any such Warrant holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the any such Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the any such Warrant, had such Fundamental Transaction not taken place, and in any such case case, appropriate provision shall be made with respect to the rights and interests of the Holder any such Warrant holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof thereof, the successor corporation entity (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity Fundamental Transaction shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to any such Warrant holder, at the last address of any such Warrant holder of appearing on the Warrant Register, such shares of stock, securities or assets as, in accordance with the foregoing provisions, provisions that any such Warrant holder may be entitled to purchase purchase, and the other obligations of the Company under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental TransactionsWarrant Agreement.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationentity in which the Company is not the survivor or the stockholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation entity shall be effected (each any such transaction being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Exercise Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Exercise Shares equal to the number of Warrant Exercise Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation entity (if other than the Company) resulting from such consolidation or merger, or the corporation entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) Section 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction.

Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant and the other Transaction Documents in accordance with another corporation, or sale, transfer or other disposition the provisions of all or substantially all of this Section 3(b) pursuant to written agreements in form and substance reasonably satisfactory to the Company’s assets Required Holders and approved by the Required Holders prior to another corporation shall be effected (each a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction. Upon consummation of the Fundamental Transaction, lawful the Successor Entity shall deliver to the holder of this Warrant in exchange therefor, a warrant substantially identical in form and adequate provision substance to this Warrant, except that there shall be made whereby issuable upon exercise of such warrant at any time after the Holder shall thereafter have consummation of the right Fundamental Transaction but prior to purchase and receive upon the basis and upon the terms and conditions herein specified and Expiration Date, in lieu of the Warrant Shares immediately theretofore issuable shares of the Company's Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the WarrantWarrant prior to such Fundamental Transaction, such shares of stock, securities securities, cash, assets or assets as any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been issuable or payable with respect entitled to or in exchange for a number receive upon the happening of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any had the Warrant been exercised immediately prior to such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicableFundamental Transaction, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, adjusted in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under provisions of this Warrant. Provisions made pursuant to this Section shall be in a form and substance reasonably satisfactory to the Required Holders. The provisions of this paragraph (b) Section shall apply similarly apply and equally to successive Fundamental TransactionsTransactions and shall be applied without regard to any limitations on the exercise of this Warrant.

Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or salein which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, transfer or other disposition (ii) the 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 Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (each iv) the 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 (each, a “Fundamental Transaction”), thenthen the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as a condition it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu holder of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof“Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder of the Warrant Holder, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (b9(c) shall similarly apply to successive subsequent transactions analogous to a Fundamental TransactionsTransaction.

Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or sale, transfer or other disposition (ii) the 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 Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of more than 50.1% of the outstanding Common Stock tender or exchange their shares for other securities, cash or property, (each iv) the 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 9(a) above), or (v) there is a Change of Control (in any such case, a “Fundamental Transaction”), thenthen the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as a condition it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu holder of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof“Alternate Consideration”). The Company shall aggregate Exercise Price for this Warrant will not effect be affected by any such Fundamental Transaction unless prior Transaction, but the Company shall apportion 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 simultaneously property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. In the event of a Fundamental Transaction, the Company or the successor or purchasing Person, as the case may be, shall execute with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by Holder a written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental Transactions.agreement providing that:

Fundamental Transactions. If any capital reorganization, reclassification (i) The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Warrant in accordance with another corporation, or sale, transfer or other disposition the provisions of all or substantially all this Section 9(c). Upon the occurrence of the Company’s assets to another corporation shall be effected (each a “any Fundamental Transaction”), thenthe Successor Entity shall succeed to, as a condition and be substituted for (so that from and after the date of such Fundamental Transaction, lawful the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and adequate provision may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be made whereby issued upon exercise of this Warrant at any time after the Holder shall thereafter have consummation of the right to purchase and receive upon the basis and upon the terms and conditions herein specified and Fundamental Transaction, in lieu of the Warrant Shares immediately theretofore shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the WarrantWarrant prior to such Fundamental Transaction, such shares the same amount and kind of stocksecurities, securities cash or assets property as the Holder would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any had this Warrant been exercised immediately prior to such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicableFundamental Transaction, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, adjusted in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under provisions of this Warrant. The provisions of this paragraph (bSection 9(c) shall apply similarly apply and equally to successive Fundamental TransactionsTransactions and shall be applied without regard to any limitations on the exercise of this Warrant. (ii) In addition to the definitions set forth in this Warrant and the Purchase Agreement, for purposes of this Section 9(c):

Fundamental Transactions. If If, at any capital reorganization, reclassification of time while this Warrant is outstanding (i) the capital stock of the Company, Company effects any merger or consolidation or merger of the Company with or into another corporationPerson, or salein which the shareholders of the Company as of immediately prior to the transaction own less than a majority of the outstanding stock of the surviving entity, transfer or other disposition (ii) the 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 Company’s assets Company or another Person) is completed pursuant to another corporation shall be effected which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (each iv) the 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 (each, a “Fundamental Transaction”), thenthen the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as a condition it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu holder of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant (the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof“Alternate Consideration”). The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than to the Company) resulting from such consolidation or merger, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder of the Warrant Holder, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bc) shall similarly apply to successive subsequent transactions analogous to a Fundamental TransactionsTransaction.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market, then the Company (or any such successor or surviving entity) will redeem this Warrant from the Holder for a purchase price, payable in cash on the closing date of such Fundamental Transaction, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such Fundamental Transaction, provided that the per share consideration to be received by the holders of Common Stock upon the consummation of such Fundamental Transaction is less than the Exercise Price. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date and (ii) an expected volatility equal to the lesser of (x) 70 - or (y) 100 - day volatility obtained from the HVT function on Bloomberg.

Fundamental Transactions. If any capital reorganization, reclassification of the share capital stock of the Company, consolidation or merger of the Company with another corporationentity in which the Company is not the survivor or the shareholders of the Company immediately prior to such transaction own less than 50% of the voting power of the surviving entity immediately after such transaction, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation entity shall be effected (each any such transaction being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its commercially reasonable efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Exercise Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Exercise Shares equal to the number of Warrant Exercise Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation entity (if other than the Company) resulting from such consolidation or merger, or the corporation entity purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) Section 6 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction.

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental TransactionsTransaction.

Fundamental Transactions. If The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes this Warrant in accordance with the provisions of this Section 6. Upon the occurrence of any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”), thenthe Successor Entity shall succeed to, as a condition and be substituted for (so that from and after the date of such Fundamental Transaction, lawful the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and adequate provision shall be made whereby the Holder shall thereafter have the may exercise every right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu power of the Warrant Shares immediately theretofore issuable upon exercise Company and shall assume all of the Warrant, obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of stock, Common Stock are entitled to receive securities or other assets as would have been issuable or payable with respect to or in exchange for shares of Common Stock (a number “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant Shares equal at any time after the consummation of the Fundamental Transaction but prior to the number Expiration Date, in lieu of Warrant the Exercise Shares immediately theretofore issuable (or other securities, cash, assets or other property) purchasable upon the exercise of the Warrant, had Warrant prior to such Fundamental Transaction not taken placeTransaction, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities securities, cash, assets or assets as, in accordance with any other property whatsoever (including warrants or other purchase or subscription rights) which the foregoing provisions, such holder may be Holder would have been entitled to purchase receive upon the happening of such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction. Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the other obligations under this WarrantHolder. The provisions of this paragraph (b) Section 6 shall apply similarly apply and equally to successive Fundamental TransactionsTransactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.

Fundamental Transactions. If If, at any capital reorganizationtime while this Warrant is outstanding, reclassification of the capital stock of the Company, Company effects a “Fundamental Transaction” (defined as (i) any merger or consolidation or merger of the Company with or into another corporationPerson, or saleincluding, transfer or other disposition for avoidance of doubt, the Merger (as defined in the Purchase Agreement), (ii) any sale of all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole, (iii) any reclassification of the Common Stock (other than a change to par value, or from par value to no par value or changes resulting from a combination or subdivision), or (iv) any statutory exchange of the outstanding shares of Common Stock, as a result of which, the holders of the Common Stock would be entitled to receive, or their Common Stock would be converted into, or exchanged for, shares, stock, other securities, or other property or assets to another corporation shall be effected (each a “Fundamental Transaction”including cash or any combination thereof)), then, as a condition to the extent then permitted under applicable laws, rules and regulations (including the rules of the Nasdaq Stock Market or any exchange on which the Common Stock is then listed), upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, lawful the same kind and adequate provision shall be made whereby the Holder shall thereafter amount of securities, cash, assets or property as it would have the right been entitled to purchase and receive upon the basis and upon occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the terms and conditions herein specified and in lieu holder of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the Warrant, had such Fundamental Transaction not taken place, and “Alternate Consideration”). Except for the Merger (as defined in any such case appropriate provision shall be made with respect the Purchase Agreement) pursuant to the rights and interests of Merger Agreement (as defined in the Holder to Purchase Agreement, the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the thereof, any successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which or surviving entity shall be delivered to the Holder), assume the obligation to deliver to the holder of the Warrant Holder, such shares of stock, securities or assets Alternate Consideration as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase receive, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive subsequent transactions analogous of a Fundamental TransactionsTransaction type.

Fundamental Transactions. If If, at any time while this Warrant is outstanding, any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”)effected, then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the each Holder shall thereafter continue to have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Exercise Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stockstock in the surviving or acquiring corporation (“Acquirer”), securities or assets as would have been issuable or payable with respect the case may be, such that the value of the option to or in exchange for a purchase such number of Warrant Shares equal shares, as determined in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (A) hereto, is equivalent to the number lesser of (i) the value of this Warrant Shares immediately theretofore issuable upon exercise to purchase the Exercise Shares, as determined in accordance with the Black-Scholes Option Pricing formula in Appendix (B) hereto or (ii) 125% of the WarrantBuilt-in Gain, had such Fundamental Transaction not taken placeas long as the Built-in-Gain is at least 50% of the strike price, and as determined in any such case accordance with Appendix (C) hereto. Moreover, appropriate provision shall be made with respect to the rights and interests of the each Holder to the end that the provisions hereof (including, without limitationslimitation, provision provisions for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties stock thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, assume by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder)instrument, the obligation to deliver to the holder of the Warrant Warrant, at the last address of such holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (b) section shall similarly apply to successive Fundamental Transactionsreorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. If the Company, in spite of using its best efforts, is unable to cause this Warrant to continue in full force and effect until the expiration date of the Warrant in connection with any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, then the Company shall pay the Holder in cash the lesser of (i) an amount calculated in accordance with the Black-Scholes Option Pricing formula set forth in Appendix (B) hereto or (ii) 125% of the Built-in Gain, as long as the Built-in-Gain is at least 50% of the strike price, as determined in accordance with Appendix (C) hereto.

Fundamental Transactions. If any capital reorganization, reclassification The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing (unless the Company is the Successor Entity) all of the capital stock of the Company, consolidation or merger obligations of the Company under this Underwriter Warrant in accordance with another corporation, or sale, transfer or other disposition the provisions of all or substantially all this Section 9(c). Upon the occurrence of the Company’s assets to another corporation shall be effected (each a “any Fundamental Transaction”), thenthe Successor Entity shall succeed to, as a condition and be substituted for (so that from and after the date of such Fundamental Transaction, lawful the provisions of this Underwriter Warrant referring to the “Company” shall refer instead to the Successor Entity), and adequate provision may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Underwriter Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be made whereby issued upon exercise of this Underwriter Warrant at any time after the Holder shall thereafter have consummation of the right to purchase and receive upon the basis and upon the terms and conditions herein specified and Fundamental Transaction, in lieu of the Warrant Shares immediately theretofore shares of Common Stock (or other securities, cash, assets or other property) issuable upon the exercise of the WarrantWarrant prior to such Fundamental Transaction, such shares the same amount and kind of stocksecurities, securities cash or assets property as the Holder would have been issuable or payable with respect entitled to or in exchange for a number receive upon the occurrence of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any had this Underwriter Warrant been exercised immediately prior to such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicableFundamental Transaction, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the obligation to deliver to the holder of the Warrant such shares of stock, securities or assets as, adjusted in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under provisions of this Underwriter Warrant. The provisions of this paragraph (bSection 9(c) shall apply similarly apply and equally to successive Fundamental Transactions.Transactions and shall be applied without regard to any limitations on the exercise of this Underwriter Warrant. For purposes hereof, the following terms shall have the following meanings:

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such Fundamental Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitations, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not effect any such enter into or be party to a Fundamental Transaction unless prior to or simultaneously the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the consummation thereof provisions of this Section 4(d) pursuant to written agreements, including agreements confirming the successor corporation obligations of the Successor Entity as set forth in this paragraph (if other than the Companyd) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), the elsewhere in this Warrant and an obligation to deliver to the holder Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Cumulative Capital Securities acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction. Notwithstanding the foregoing, at the election of the Holder upon exercise of this Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of Cumulative Capital Securities (or other securities, cash, assets or other property (except such items still issuable under Section 4(c) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of stockCumulative Capital Securities (or its equivalent) of the Successor Entity, securities or other securities, cash, assets asor other property, in accordance with which the foregoing provisions, such holder may be Holder would have been entitled to purchase and receive upon the other obligations under happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant. The provisions of this paragraph (b) shall similarly apply to successive Fundamental Transactions).

Fundamental Transactions. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporationcorporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected (each all such transactions being hereinafter referred to as a “Fundamental Transaction”), then, as a condition of such Fundamental Transaction, then the Company shall use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the this Warrant, had such Fundamental Transaction reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitationslimitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares share of stock, securities or properties assets thereafter deliverable upon the exercise hereofthereof. The Company shall not effect any such Fundamental Transaction consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company (a copy of which shall be delivered to the Holder), assume the obligation to deliver to the holder Holder, at the last address of the Warrant Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase purchase, and the other obligations under this Warrant. The provisions of this paragraph (bSection 9(c) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions, each of which transactions shall also constitute a Fundamental Transactions.Transaction. Notwithstanding the foregoing, if any Fundamental Transaction constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the Exchange Act, (b) an acquisition of the Company primarily for cash, or (c) an acquisition, merger or sale with or