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

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. In case the Company shall merge or consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation, then each holder of a Note shall have the right thereafter to convert such Note only into the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such merger, consolidation, sale, transfer or other disposition of assets by a holder of a number of shares of the Common Stock of the Company into which such Note could have been converted immediately prior to such merger, consolidation, sale, transfer or other disposition of assets. In case of any such merger, consolidation, sale, transfer or other disposition of assets, the successor acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition hereof to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be necessary to provide for adjustments to the Conversion Price which shall be as nearly equivalent as practicable to the adjustments provided for in this paragraph (c) of Section 2. The foregoing provisions of this paragraph (c) of Section 2 shall similarly apply to successive mergers, consolidations, sales, transfers or other dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. (a) In case of any consolidation of the Company shall merge with, or consolidate merger of the Company with, or merger of the Company into, or the sale, transfer or other disposition of all, substantially all or a significant portion of the assets, property or business of the Company to or into another corporation, other than a consolidation or shall sellmerger which does not result in any reclassification or change of the outstanding Common Stock, transfer and pursuant to the terms of such merger, consolidation, or otherwise dispose disposition of all assets, the corporation formed by such consolidation, or substantially all the surviving corporation of its propertysuch merger, assets or business to another corporationthe corporation acquiring such assets, then each holder of such corporation shall execute and deliver to the Holder a Note supplemental warrant agreement providing (i) that the Holder shall have the right thereafter thereafter, until the Expiration Date, to convert such Note only into receive, upon exercise of the supplemental warrant, the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such consolidation, merger, consolidation, sale, transfer or other disposition of assets by a holder of a the number of shares of the Common Stock of the Company into for which such Note could warrant might have been converted exercised immediately prior to such consolidation, merger, consolidation, sale, transfer or other disposition of assets. In case of any such merger, consolidation, sale, transfer or other disposition of assets, the successor acquiring and (ii) that such corporation shall expressly will assume the due and punctual observance and performance of each and every other covenant and condition hereof to be performed and observed by the Company of this Warrant and all of the liabilities and obligations and liabilities hereunder, subject to such modification including the same anti-dilution protection as shall be necessary to provide for adjustments to the Conversion Price which shall be as nearly equivalent as practicable to the adjustments provided for in this paragraph (c) of Section 2. The foregoing provisions of this paragraph (c) of Section 2 shall similarly apply to successive mergers, consolidations, sales, transfers or other dispositions of assetshereunder.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. In case If the Company Issuer shall merge or consolidate into with another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation, then each holder corporation and pursuant to the terms of a Note shall have the right thereafter to convert such Note only into the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such merger, consolidationconsolidation or disposition of assets, salecash, transfer shares of common stock or other disposition of assets by a holder of a number of shares securities of the successor or acquiring corporation or property of any nature is to be received by or distributed to the holders of Common Stock of the Company into which such Note could Issuer, then a Stock Unit shall thereafter comprise the amount that would have been converted immediately prior to received by the holder of such a Stock Unit in such merger, consolidation, sale, transfer consolidation or other disposition of assets. In case of any such merger, consolidation, sale, transfer consolidation or other disposition of assets, the successor or acquiring corporation (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition hereof of this Agreement and the Warrants to be performed and observed by the Company Issuer and all of the obligations and liabilities hereunderhereunder and thereunder, subject to such modification modifications as shall may be necessary deemed appropriate (as determined by resolution of the Board) in order to provide for adjustments to the Conversion Price of Stock Units which shall be as nearly equivalent as practicable to the adjustments provided for in this paragraph (c) of Section 2Section. The foregoing provisions of this paragraph (c) of Section 2 shall similarly apply to successive mergers, consolidations, sales, transfers or other consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. In case the Company shall merge or consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation, then each holder Holder of a Note Warrant shall have the right thereafter to convert exercise such Note Warrant only into for the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such merger, consolidation, sale, transfer or other disposition of assets by a holder of a number of shares of the Common Stock of the Company into which such Note Warrant could have been converted immediately prior to such merger, consolidation, sale, transfer or other disposition of assets. In case of any such merger, consolidation, sale, transfer or other disposition of assets, the successor acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition hereof to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be necessary to provide for adjustments to the Conversion Exercise Price which shall be as nearly equivalent as practicable to the adjustments provided for in this paragraph (c) of Section 23.3. The foregoing provisions of this paragraph (c) of Section 2 3.3 shall similarly apply to successive mergers, consolidations, sales, transfers or other dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. In case the Company shall merge or consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation, then each holder of a Note share of the Preferred Stock shall have the right thereafter to convert such Note shares only into the kind and amount of shares of stock and other securities and property receivable upon or deemed to be held following such merger, consolidation, sale, transfer or other disposition of assets by a holder of a number of shares of the Common Stock of the Company into which such Note shares of Preferred Stock could have been converted immediately prior to such merger, consolidation, sale, transfer or other disposition of assets. In case of any such merger, consolidation, sale, transfer or other disposition of assets, the successor acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition hereof to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be necessary to provide for adjustments to the Conversion Price which shall be as nearly equivalent as practicable to the adjustments provided for in this paragraph (c) of Section 27.3. The foregoing provisions of this paragraph (c) of Section 2 7.3 shall similarly apply to successive mergers, consolidations, sales, transfers or other dispositions of assets.