Common use of MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS Clause in Contracts

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entitycorporation, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity corporation and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, collectively, the "Merger Transaction", cash, shares of Common Stock common stock or other securities of the successor or acquiring entitycorporation, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each holder of Warrants which are by their terms then exercisable shall, at such holder's election (such election to be made at any time prior to the Holder shall be entitled consummation of such Merger Transaction), have the right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such mergerMerger Transaction, consolidationnet of the exercise price of such Warrants, share exchange or disposition of assetsand shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange or disposition of assetsMerger Transaction in which the foregoing election is not made, the successor or acquiring entity corporation (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemedliabilities

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder Xxxxxx had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemeddeemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.