Common use of Merger and Sale of Assets Clause in Contracts

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrants.

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrants.

Merger and Sale of Assets. If at any time there shall be In the event of: (i) a reorganization of any reclassification, capital reorganization, or change in the shares of the Company's Common Stock (other than as a result of a subdivision, combination, reclassification, exchange stock dividend or subdivision of shares otherwise other transaction provided for hereinin SECTION 11 above); (ii) any share exchange, or a merger or consolidation similar transaction of the Company Issuer with or into another corporation where the Company is not the surviving corporationperson or entity (other than a share exchange, merger or a reverse triangular merger similar transaction in which the Company Issuer is the acquiring or surviving entity but corporation and which does not result in any change in the Common Stock other than the issuance of additional shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, Common Stock); or (iii) the sale sale, exchange, lease, transfer or other disposition of all or substantially all of the Company's properties and assets to of the Issuer as an entirety (in any other personsuch case, a "REORGANIZATION EVENT"), then, as a part condition of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationReorganization Event, lawful provision provisions shall be made made, and duly executed documents evidencing the same from the Issuer or its successor shall be delivered to the Holder, so that Warrantholder the Holder shall thereafter be entitled have the right at any time prior to receive the expiration of this Warrant to purchase, at a total price equal to the aggregate Exercise Price then payable upon the exercise of its Warrants this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such Reorganization Event by a holder of the same number of shares of Common Stock or other securities of as were purchasable by the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised Holder immediately prior to such capital reorganization, merger, consolidation or saleReorganization Event. In any such case, case appropriate adjustment (as determined in good faith by the Company's Board of Directors) provisions shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest interests of Warrantholder after such reorganization, merger, consolidation or sale the Holder so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) hereof shall thereafter be applicable after such event, as near as reasonably may be, in relation with respect to any shares of stock or other securities and property deliverable after that event upon exercise hereof, at the exercise of the Warrantssame aggregate purchase price as is then payable hereunder.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrants.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein)) or within the provisions of the Restated Articles covering the Series D Preferred Stock itself, or a merger or consolidation of the Company with or into another corporation where whether or not the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other personperson (hereinafter referred to as a "Merger Event"), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants the Warrant, the number of shares of Common Stock preferred stock or other securities of the successor corporation resulting from such merger or consolidation Merger Event, equivalent in value to that which Warrantholder would have been entitled issuable if the Warrants Warrantholder had been exercised this Warrant immediately prior to such capital reorganization, merger, consolidation or salethe Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions shares of this Warrant AgreementPreferred Stock purchasable) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantsgreatest extent possible.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock ’s stock (other than a combination, reclassification, recapitalization, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where whether or not the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's ’s properties and assets to any other personperson (hereinafter referred to as a “Merger Event”), then, as a part of such reorganizationMerger Event, mergerif the Holder has not otherwise elected, consolidation or saleon a timely basis, whether to exercise the Warrant under Section 4(a), above, the Company shall cause this Warrant to be exchanged and cancelled for stockthe consideration that the Holder would have received in connection with the Merger Event as if the Holder had exercised this Warrant in full pursuant to the Net Issuance provisions of this Warrant immediately prior to such Merger Event, cashwithout actually exercising such right, or acquiring the applicable shares of Series C Preferred Stock and exchanging such shares for such consideration; provided that the foregoing sentence of this Section 9(a) shall not apply to a Merger Event in which the consideration otherwise payable to the Holder is in a form other consideration, lawful provision shall be made so that Warrantholder shall thereafter than cash and/or liquid securities. In the event of a Merger Event in which the Holder would be entitled to receive upon exercise consideration other than cash or liquid securities, this Warrant shall not be cancelled and shall remain outstanding, exercisable for the consideration to which a holder of its Warrants the applicable number of shares of Common Series C Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to receive in such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsMerger Event.

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iiiii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrants.

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or (ii) a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants Warrant the number of shares of Common Stock or other securities of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled if the Warrants Warrant had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors, absent manifest error) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsWarrant.

Merger and Sale of Assets. If at any time there shall be (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iiiii) the sale of all or substantially all of the Company's properties and assets to any other person, ; then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the Warrant the number of shares of Common Stock common stock or other securities of the successor corporation resulting from such merger or consolidation and any cash or other consideration to which Warrantholder would have been entitled if the Warrants Warrant had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsWarrant.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), ) or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other personperson (other than such a transaction constituting a Change of Control), effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash or other assets or consideration in exchange for Common Stock, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationtransaction, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant and in full satisfaction of its Warrants rights hereunder, the number of shares of Common Stock or other securities of the successor corporation resulting from such merger transaction (which corporation may, but need not be the Company), or consolidation the amount of cash or other consideration, as may be issued or payable with respect to which Warrantholder would have been entitled if or in exchange for a number of outstanding shares of Common Stock equal to the Warrants number of shares of such stock immediately theretofore purchasable and receivable upon exercise of the rights represented hereby had been exercised immediately prior to such capital reorganization, merger, consolidation or saletransaction not taken place. In any such case, If appropriate adjustment (as determined in good faith by the Company's Board of Directors) ), adjustment shall be made by the Company's Board of Directors in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation the reorganization or sale so Change of Control to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsWarrantholder's rights to purchase Shares pursuant to this Warrant Agreement.

Merger and Sale of Assets. If at any time there shall ------------------------- be (i) a capital reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where whether or not the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to assess To any other personperson (hereinafter referred to as a "Merger Event"), then, as a part of such reorganizationMerger Event, merger, consolidation or sale, whether for stock, cash, or other consideration, unless lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants the Warrant, the number of shares of Common Stock preferred stock or other securities of the successor corporation resulting from such merger or consolidation Merger Event, equivalent to that which Warrantholder would have been entitled issuable if the Warrants Warrantholder had been exercised this Warrant immediately prior to the Merger Event (the "Assumption"), then upon the effective time of such capital reorganizationMerger Event, mergerif not exercised at such time or prior by the Warrantholder, consolidation by cash or saleotherwise, this Warrant shall automatically be exercised pursuant to the Net Issuance provision set forth in Section 3 hereof for the full amount of shares of the Preferred Stock remaining available for purchase according to the terms and provisions hereof without any action by the Warrantholder, the Company or any third party. In any such casethe event of an Assumption, appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors of the Company making the Assumption) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions shares of this Warrant AgreementPreferred Stock purchasable) shall be applicable after to the greatest extent possible and the Exercise Price of any replacement warrant or other security shall be adjusted such event, as near as reasonably may be, in relation that the aggregate Exercise Price payable thereunder remains equivalent to any shares deliverable after that event upon the aggregate exercise of the Warrantsprice hereunder.

Merger and Sale of Assets. If at any time there shall be (i) a capital ------------------------- reorganization of by the shares of the Company's Common Stock Partnership (other than a combination, reclassification, exchange or subdivision of shares Units otherwise provided for herein), or a merger or consolidation of the Company Partnership with or into another entity or corporation where when the Company Partnership is not the surviving corporationentity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the CompanyPartnership's properties and assets to any other personperson (hereinafter referred to as a "Merger Event"), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants rights to purchase Units, the number of shares of Common Stock Units or other securities of the successor corporation resulting from such merger or consolidation Merger Event, to which Warrantholder a holder of the Units deliverable upon exercise of the right to purchase Units hereunder would have been entitled in such Merger Event, if the Warrants right to purchase such Units hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or saleMerger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of DirectorsGeneral Partners) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable Units purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such that event, as near as reasonably may be, in relation to any Units, shares or other securities deliverable after that the event upon the exercise of the WarrantsWarrantholder's rights to purchase Units pursuant to this Warrant Agreement.

Merger and Sale of Assets. If at there occurs any time there shall be (i) a capital reorganization or any reclassification of the shares Common Stock of the Company's Common Stock , the consolidation or merger of the Company with or into another Person (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the continuing corporation and which does not result in any reclassification or change of outstanding shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, its Common Stock) or otherwise, or (iii) the sale or conveyance of all or substantially all of the Company's properties and assets of the Company to any other personanother Person, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall THEN the Holder will thereafter be entitled to receive receive, upon the exercise of its Warrants this Warrant in accordance with the terms hereof, the same kind and amounts of securities (including shares of stock) or other assets, or both, which were issuable or distributable to the holders of outstanding Common Stock of the Company upon such reorganization, reclassification, consolidation, merger, sale or conveyance, in respect of that number of shares of Common Stock or other securities then deliverable upon the exercise of the successor corporation resulting from such merger or consolidation to which Warrantholder would have been entitled this Warrant if the Warrants this Warrant had been exercised immediately prior to such capital reorganization, reclassification, consolidation, merger, consolidation sale or sale. In conveyance; and, in any such case, appropriate adjustment adjustments (as determined in good faith by the Company's Board of DirectorsDirectors of the Company) shall be made in the application of to assure that the provisions of this Warrant Agreement hereof (including provisions with respect to changes in, and other adjustments of, the rights and interest of Warrantholder after such reorganization, merger, consolidation or sale so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions of this Warrant AgreementPurchase Price) shall thereafter be applicable after such eventapplicable, as near nearly as reasonably may bebe practicable, in relation to any shares securities or other assets thereafter deliverable after that event upon the exercise of the Warrantsthis Warrant.

Merger and Sale of Assets. If at Merge or consolidate with any time there shall be other corporation, or sell, lease, transfer or otherwise dispose of (a) any of its assets to any Person other than in the ordinary course of business, or (b) all or a Substantial Part of its assets to any Person in any fiscal year, except that: (i) a reorganization of the shares of the Company's Common Stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation any Subsidiary of the Company may merge with the Company (provided that the Company shall be the continuing or surviving corporation) or any Wholly-Owned Subsidiary may merge with any other Wholly-Owned Subsidiary, (ii) the Company may merge or consolidate with any other corporation provided that (a) the corporation formed by any such consolidation or into another corporation where the Company is not the surviving corporation, or a reverse triangular merger in which the Company is shall have been merged assumes unconditionally in writing (which writing shall be satisfactory to the surviving entity but the shares Required Holders of the Company's capital stock outstanding immediately prior to Notes of each Series) the merger are converted by virtue payment and performance of all obligations of the merger into other propertyCompany under this Agreement, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties Notes and assets to any other personagreement or instrument executed in connection therewith, then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants the number of shares of Common Stock or other securities of the successor corporation resulting from (b) both before and immediately after such merger or consolidation no Default or Event of Default shall exist, (c) the continuing or surviving corporation shall be incorporated in any jurisdiction within the United States, (d) the holders of the Notes shall have received an opinion from counsel satisfactory to which Warrantholder would have been entitled if the Warrants had been exercised immediately prior Required Holders of the Notes of each Series, in form and substance satisfactory to the Required Holders of the Notes of each Series, as to such capital reorganizationmatters as the Required Holders of the Notes of any Series may reasonably request, mergerand (e) immediately after such merger or consolidation the continuing or surviving corporation shall be able to incur at least $1.00 of additional Funded Debt under paragraph 6B(2) (iii), (iii) any Subsidiary of the Company may sell, consolidation lease, transfer or sale. In otherwise dispose of any such caseof its assets to the Company or any Wholly-Owned Subsidiary, appropriate adjustment and (as determined iv) in good faith by any fiscal year of the Company's Board , the Company may sell, lease, transfer or otherwise dispose of Directors) shall be made in the application assets having an aggregate value of the provisions up to 20% of this Warrant Agreement with respect to the rights and interest of Warrantholder after such reorganizationConsolidated Total Assets, merger, consolidation or sale so provided that the provisions proceeds from such sale, lease, transfer or other disposition are used to (a) purchase other property of this Warrant Agreement a similar nature of at least equivalent value within one year of such sale, lease, transfer or other disposition or (including adjustments of the Exercise Price and the number of Shares issuable pursuant b) to the terms and conditions of this Warrant Agreement) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantsrepay Debt.

Merger and Sale of Assets. If at any time there shall be (i) a capital ------------------------- reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where whether or not the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other personperson in each case involving the issuance to shareholders of the Company of securities of a successor corporation (hereinafter referred to as a "Merger Event"), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants the Warrant, the number of shares of Common Stock preferred stock or other securities of the successor corporation resulting from such merger or consolidation Merger Event, equivalent in value to that which Warrantholder would have been entitled issuable if the Warrants Warrantholder had been exercised this Warrant immediately prior to such capital reorganization, merger, consolidation or salethe Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions shares of this Warrant AgreementPreferred Stock purchasable) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantsgreatest extent practicable.

Merger and Sale of Assets. If at any time there shall be (i) a capital ------------------------- reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where when the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, (other than a Merger) then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants rights to purchase Preferred Stock, the number of shares of Common Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation consolidation, to which Warrantholder a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the Warrants right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such the reorganization, merger, consolidation or sale so to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsWarrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where when the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other personperson (hereinafter referred to as a "Merger Event"), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants rights to purchase Preferred Stock, the number of shares of Common Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation Merger Event, to which Warrantholder a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such Merger Event if the Warrants right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or salethe Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions shares of this Warrant AgreementPreferred Stock purchasable) shall be applicable after such event, as near as to the greatest extent reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantspossible.

Merger and Sale of Assets. If at any time there shall be (i) a capital ------------------------- reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where whether or not the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, other than as defined in Section 2 hereof (hereinafter referred to as a "Merger Event"), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive receive, upon exercise of its Warrants the Warrant, the number of shares of Common Stock preferred stock or other securities of the successor corporation resulting from such merger or consolidation Merger Event, equivalent in value to that which Warrantholder would have been entitled issuable if the Warrants Warrantholder had been exercised exercise this Warrant immediately prior to such capital reorganization, merger, consolidation or salethe Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable pursuant to the terms and conditions shares of this Warrant AgreementPreferred Stock purchasable) shall be applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantsgreatest extent possible.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation where when the Company is not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) the sale of all or substantially all of the Company's properties and assets to any other person, (other than a Merger) then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other consideration, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its Warrants rights to purchase Preferred Stock, the number of shares of Common Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation consolidation, to which Warrantholder a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the Warrants right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after such the reorganization, merger, consolidation or sale so to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Shares issuable shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after such that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the WarrantsWarrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

Merger and Sale of Assets. If at any time there shall be (i) a capital reorganization of the shares of the Company's Common Stock ’s stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or (ii) a merger or consolidation of the Company with or into another corporation where the Company is entity whether or not the surviving corporation, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwiseentity, or (iii) the sale of all or substantially all of the Company's ’s properties and assets to any other personperson (hereinafter collectively referred to as a “Merger Event”), then, as a part of such reorganization, merger, consolidation or sale, whether for stock, cash, or other considerationMerger Event, lawful provision shall be made so that Warrantholder the Holder shall thereafter be entitled to receive receive, upon exercise of its Warrants this Warrant, the number of shares of Common Stock stock or other securities or property of the successor corporation resulting from such merger or consolidation Merger Event, equivalent in value to that which Warrantholder would have been entitled issuable if the Warrants Holder had been exercised this Warrant immediately prior to the Merger Event, all subject to further adjustment as provided in this Section 11. The foregoing provisions of this Section 11.1 shall similarly apply to successive Merger Events and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per share consideration payable to the Holder for shares in connection with any such capital reorganizationMerger Event is in a form other than cash or marketable securities, merger, consolidation or salethen the value of such consideration shall be determined in good faith by the Company’s Board of Directors. In any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of Warrantholder the Holder after such reorganization, merger, consolidation or sale so the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and the number of Warrant Shares issuable pursuant to the terms and conditions of this Warrant Agreementpurchasable) shall be assumed by the successor corporation and applicable after such event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantsgreatest extent possible.