Common use of Merger, Consolidation, Sale, Transfer or Conveyance Clause in Contracts

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation; provided, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound wound-up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology language and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Stock Warrants are outstanding: (i) either any reclassification or change of the outstanding [Preferred/Common] Shares; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding [Preferred/Common] Shares issuable upon exercise of the Stock Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Stock Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Stock Warrants, to purchase the kind and amount of capital shares and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of the Company[Preferred/Common] Shares issuable upon exercise of such Stock Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any of all of the Stock Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver [Preferred/Common] Shares in its own name, in exchange and substitution for fulfillment of its obligations to deliver Shares upon exercise of the Warrant Certificates theretofore issuedStock Warrants. Such Warrant Certificates All the Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Stock Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporationentity, provided that in any such case, (i) either (x) the Company is shall be the continuing corporation entity, or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation successor entity shall be organized and existing under the laws of the United States of America or a state State thereof and such corporation assumes successor entity shall expressly assume the obligations payment of the Company Cash Settlement Amount with respect to the Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporationentity, as the case may be, must not shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event performance of any such sale, lease, transfer, conveyance (other than by way of lease) covenant or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidatedcondition. Such successor or assuming corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing the Warrants not theretofore exercised, Certificate in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporationentity, provided that that, in any such case, (i) either (x) the Company is shall be the continuing corporation entity, or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation successor entity shall be organized and existing under the laws of the United States of America or a state State thereof and such corporation assumes successor entity shall expressly assume (a) the obligations payment of the Company Redemption Amount with respect to the Warrants, according to their tenor, and (b) the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporationentity, as the case may be, must not shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event performance of any such sale, lease, transfer, conveyance (other than by way of lease) covenant or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidatedcondition. Such successor or assuming corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing the Warrants not theretofore exercised, Certificate in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is binding and effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporation, provided that (i) in any such case, either (x) the Company is shall be the continuing corporation, or the successor corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is shall be a corporation organized and existing under the laws of the United States of America or a state State thereof and such successor corporation assumes shall expressly assume the obligations payment of the Company Cash Settlement Amount with respect to all unexercised Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporation, provided that (i) in any such case, either (x) the Company is shall be the continuing corporation, or the successor corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is shall be a corporation organized and existing under the laws of the United States of America or a state State thereof and such successor corporation assumes shall expressly assume the obligations payment of the Company Cash Settlement Value with respect to all unexercised Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation person or other entity or sell, lease, transfer or convey all or substantially all of its assets to any other corporationperson or entity; provided, provided that (i) either (x) the Company is the continuing corporation entity or (y) the corporation person or entity (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation person or entity organized and existing under the laws of the United States of America or a state thereof and such corporation person or entity assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporationperson or entity, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation person or entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound wound-up or liquidated. Such successor or assuming corporation person or entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology language and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation; provided, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation or entity (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company (the “Successor Entity”) with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporationSuccessor Entity, as the case may be, must not immediately be in default under this Agreement. For the avoidance of doubt, the Successor Entity can result from the company merging into a non-U.S. entity which merges into another non-U.S. corporation and effects a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating business. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation Successor Entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound wound-up or liquidated. Such successor or assuming corporation Successor Entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology language and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company Corporation may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation; provided, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company Corporation with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company Corporation and (ii) the Company Corporation or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCorporation, then in any such event the successor or assuming corporation shall succeed to and be substituted for the CompanyCorporation, with the same effect as if it had been named herein and in the Warrant Certificates as the CompanyCorporation; the Company Corporation shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company Corporation as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound wound-up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyCorporation, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCorporation, such changes in phraseology language and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) --------------------------------------------------- In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Stock Warrants are outstanding: (i) either any reclassification or change of the outstanding [Preferred/Common] Shares; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding [Preferred/Common] Shares issuable upon exercise of the Stock Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Stock Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Stock Warrants, to purchase the kind and amount of capital shares and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of the Company[Preferred/Common] Shares issuable upon exercise of such Stock Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any of all of the Stock Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver [Preferred/Common] Shares in its own name, in exchange and substitution for fulfillment of its obligations to deliver Shares upon exercise of the Warrant Certificates theretofore issuedStock Warrants. Such Warrant Certificates All the Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Stock Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation corporation, partnership or trust or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, partnership or trust, provided that (i) either (x) the Company is the continuing corporation entity or (y) the corporation entity (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation entity assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporationsuccessor, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Common Stock Warrants are outstanding: (i) either any reclassification or change in the shares of Common Stock; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock issuable upon exercise of the Common Stock Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect as an entirety or substantially as an entirety; then the Company shall make, or cause such successor or purchasing corporation to the performance and observance of all of the covenants and conditions make, appropriate provision by amendment of this Agreement or otherwise so that the Holders of the Common Stock Warrants then outstanding shall (i) have the right at any time thereafter and continuing until the Expiration Date, upon exercise of such Common Stock Warrants, to receive the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, conveyance or lease (collectively, an "Organic Change") as would be performed or observed received by a holder of the Company number of shares of Common Stock issuable upon exercise of such Common Stock Warrant immediately prior to such Organic Change and (ii) have the Company or same rights and interests immediately after such successor corporationOrganic Change as they had immediately prior to such Organic Change, including, without limitation, provisions for the adjustment of the Common Stock Warrant Price and number of Warrant Shares, as nearly as may be practicable. In the case may beof a consolidation, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any merger, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Companylease, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Common Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may shall cause to be signed, and may shall issue either in its own name or in the name of the Company, Warrant Certificates evidencing any or all of the Common Stock Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and shall execute and deliver Common Stock in its own name, in exchange and substitution for fulfillment of its obligations to deliver Common Stock upon exercise of the Warrant Certificates theretofore issuedCommon Stock Warrants. Such Warrant Certificates All the Common Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Common Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Common Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyOrganic Change, such changes in phraseology and form (but not in substance) may be made in the new Common Stock Warrants and the related Common Stock Warrant Certificates, Certificates thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any a merger, consolidation, sale, lease, transfer, conveyance or other disposition of substantially all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates Warrants as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, Warrants and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall be entitled to receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.2 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any a merger, consolidation, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates Warrants as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue issue, either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company Corporation may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, ; provided that (i) either (x) the Company Corporation is the continuing corporation or (y) the corporation (if other than the CompanyCorporation) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company Corporation with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and Corporation, (ii) the Company Exercise Shares shall be shares of common stock of a public corporation, and if the continuing corporation is not a public corporation, then either (x) the Exercise Shares shall be shares of common stock of a public parent or (y) the value of the Exercise Shares shall be paid in cash and (iii) the Corporation or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyCorporation, then in any such event the successor or assuming corporation shall succeed to and be substituted for the CompanyCorporation, with the same effect as if it had been named herein and in the Warrant Certificates as the CompanyCorporation; the Company Corporation shall thereupon be relieved of any further obligation hereunder or under the WarrantsRights, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company Corporation as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporationentity, provided that in any such case, (i) either (x) the Company is shall be the continuing corporation entity, or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation successor entity shall be organized and existing under the laws of the United States of America or a state State thereof and such corporation assumes successor entity shall expressly assume the obligations payment of the Company Cash Settlement Amount or the contingent obligation to pay the Interim Payment with respect to the Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporationentity, as the case may be, must not shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event performance of any such sale, lease, transfer, conveyance (other than by way of lease) covenant or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidatedcondition. Such successor or assuming corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing the Warrants not theretofore exercised, Certificate in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The --------------------------------------------------- Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing -------- corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, ; provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporation, provided that (i) in any such case, either (x) the Company is shall be the continuing corporation, or the successor corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is shall be a corporation organized and existing under the laws of the United States of America or a state State thereof and such successor corporation assumes shall expressly assume the obligations payment of the Company Cash Settlement Amount with respect to all unexercised Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company --------------------------------------------------- company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its the assets to any other corporation, provided that (i) either (x) the Company company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such 14 corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificatescertificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and validly existing under the laws of the United States Kingdom or any political subdivision thereof and entitled to carry on the business of America or a state thereof bank and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the Table of Contents covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation corporation, partnership or trust or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, partnership or trust, provided that (i) -------- either (x) the Company is the continuing corporation entity or (y) the corporation entity (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation entity assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporationsuccessor, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and validly existing under the laws of the United States of America America, or a state thereof one of the states thereof, and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this AgreementAgreement after giving effect to any of the foregoing transactions. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, ; and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may shall cause to be signed, and may shall issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any a merger, consolidation, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates Warrants as the Company; , the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore therefore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, transfer, conveyance or other disposition of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company Trust may consolidate consolidate, merge or merge enter into a similar business combination with or into any other corporation entity or sell, lease, transfer or convey all or substantially all of its assets to any other corporationentity, provided PROVIDED that (i) either (x) the Company Trust is the continuing corporation entity or (y) the corporation entity (if other than the CompanyTrust) that is formed by or results from any such consolidation consolidation, merger or merger business combination or that receives such assets is a corporation an entity organized and existing under the laws of the United States of America or a state thereof and such corporation entity assumes the obligations of the Company Trust with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company Trust and (ii) the Company Trust or such successor corporationentity, as the case may be, must not immediately be in default under this AgreementAgreement either immediately before or after such consolidation, merger, business combination, sale, lease, transfer or conveyance. If at any time there shall be any consolidation consolidation, merger or merger business combination or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyTrust, then in any such event the successor or assuming corporation entity shall succeed to and be substituted for the CompanyTrust, with the same effect as if it had been named herein and in the Warrant Certificates as the CompanyTrust; the Company shall Trust shall, except in the case of a sale, lease or conveyance, thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the CompanyTrust, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates Warrants shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates Warrants had been issued at the date of the execution hereof. In any case of any such merger merger, consolidation or consolidation business combination or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the CompanyTrust, such changes in phraseology and form (but not in substance) may be made in the new Warrant CertificatesWarrants, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation corporation, partnership or trust or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided partnership or trust; PROVIDED, that (i) either (x) the Company is the continuing corporation entity or (y) the corporation entity (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation entity assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporationsuccessor, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation entity may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Stock Warrants are outstanding: (i) either any reclassification or change of the outstanding [Preferred/Common/Depositary] Shares; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding [Preferred/Common] Shares issuable upon exercise of the Stock Warrants [or underlying the Depositary Shares issuable upon exercise of the Depositary Stock Warrants]); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Stock Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Stock Warrants, to purchase the kind and amount of capital shares and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of [Preferred/ Common] Shares issuable upon exercise of such Stock Warrant [or underlying the Depositary Shares issuable upon exercise of the CompanyDepositary Stock Warrants] immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any of all of the Stock Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver [Preferred/Common/ Depositary] Shares in its own name, in exchange and substitution for fulfillment of its obligations to deliver Shares upon exercise of the Warrant Certificates theretofore issuedStock Warrants. Such Warrant Certificates All the Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Stock Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. (a) The Company may shall not consolidate with or merge with or into any other corporation individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or sellgovernment or any agency or political subdivision thereof (each, leasea "Person") or convey or transfer its properties and assets substantially as an entirety to any Person other than in accordance with the applicable Indenture governing the Underlying Debt Securities. In case of any merger, consolidation or a sale, transfer or convey conveyance of the Company, of all or substantially all of its properties and assets to any other corporation, provided that (i) either (x) in accordance with the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws terms of the United States Indentures, and upon any assumption of America or a state thereof the duties and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such a successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to all the rights and obligations of the Company in this Agreement and be substituted for the CompanyCompany in this Agreement, with the same effect as if it had been named herein herein, and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under this Agreement and the Debt Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any or all of the Warrants not theretofore exercised, in exchange and substitution for Underlying Debt Securities issuable pursuant to the Warrant Certificates theretofore issuedterms hereof. Such Warrant Certificates All the Underlying Debt Securities so issued shall in all respects have the same legal rank and benefit under this Agreement the Senior Indenture or the Subordinated Indenture, as applicable, as the Warrant Certificates evidencing the Warrants Underlying Debt Securities theretofore or thereafter issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at and the date of the execution hereofIndentures. In any case of any such merger or consolidation or merger, consolidation, sale, lease, transfer, transfer or conveyance or other disposition of all or substantially all in compliance with the terms of the assets of applicable Indenture governing the CompanyUnderlying Debt Securities, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Underlying Debt Securities thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The --------------------------------------------------- Company may consolidate or merge with or into any other corporation with, or sell, lease, transfer lease or convey all or substantially all of its assets to to, or merge with or into any other corporation, provided that (i) in any such case, either (x) the Company is shall be the continuing corporation, or the successor corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is shall be a corporation organized and existing under the laws of the United States of America or a state State thereof and such successor corporation assumes shall expressly assume the obligations payment of the Company Cash Settlement Amount with respect to all unexercised Warrants, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement and the Global Warrant Certificate to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, a new Global Warrant Certificates evidencing Certificate representing the Warrants not theretofore exercised, in exchange and substitution for the Global Warrant Certificates Certificate theretofore issued. Such Global Warrant Certificates Certificate shall in all respects have the same legal rank and benefit under this Agreement as the Global Warrant Certificates evidencing the Warrants Certificate theretofore issued in accordance with the terms of this Agreement as though such new Global Warrant Certificates Certificate had been issued at the date of the execution hereof. In any case of any such merger or consolidation or consolidation, merger, sale, lease, transfer, lease or conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Global Warrant Certificates, Certificate as may be appropriate. The Warrant Agent shall receive a written opinion of legal counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of substantially all of the assets of the Company complies with the provisions of this Section 3.02 and that the assumption of this Agreement by the successor or assuming corporation is effective.

Merger, Consolidation, Sale, Transfer or Conveyance. The (a) In case any of the following shall occur while any Common Stock Warrants are outstanding: (1) any reclassification or change of the outstanding shares of Common Stock; or (2) any consolidation or merger to which the Company may consolidate is party (other than a consolidation or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, provided that (i) either (x) a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock issuable upon exercise of the Common Stock Warrants); or (y3) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Common Stock Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Common Stock Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of the Companyshares of Common Stock issuable upon exercise of such Common Stock Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates case of a consolidation, merger, sale, conveyance or lease as the Company; contemplated in this Section 3.04(a), the Company shall thereupon be relieved of any further obligation hereunder or under the Common Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Common Stock Warrant Certificates evidencing issuable hereunder which theretofore have not been signed by the Warrants not theretofore exercisedCompany, and may execute and deliver common stock in its own name, in exchange and substitution for fulfillment of its obligations to deliver Common Stock upon exercise of the Warrant Certificates theretofore issuedCommon Stock Warrants. Such Warrant Certificates All the Common Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Common Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Common Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Common Stock Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into any other corporation or sell, lease, transfer or convey all or substantially all of its assets to any other corporation, ; provided that (i) either (x) the Company is the continuing corporation or (y) the corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations of the Company with respect to the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company or such successor corporation, as the case may be, must not immediately be in default under this Agreement. If at any time there shall be any consolidation or merger or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, then in any such event the successor or assuming corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein and in the Warrant Certificates as the Company; the Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing the Warrants not theretofore exercised, in exchange and substitution for the Warrant Certificates theretofore issued. Such Warrant Certificates shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Warrants theretofore issued in accordance with the terms of this Agreement as though such new Warrant Certificates had been issued at the date of the execution hereof. In any case of any such merger or consolidation or sale, lease, transfer, conveyance coveyance or other disposition of or all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Stock Warrants are outstanding: (i) either any reclassification or change of the outstanding shares of Common Stock; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Common Stock issuable upon exercise of the Stock Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety, then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the holders of the Stock Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Stock Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease, as would be received by a holder of the assets number of the CompanyShares of Common Stock issuable upon exercise of such Stock Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Stock Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any or all of the Stock Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver shares of its [common stock] [equity securities] in its own name, in exchange and substitution for fulfillment of its obligations to deliver Common Stock upon exercise of the Warrant Certificates theretofore issuedStock Warrants. Such Warrant Certificates All Stock Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Stock Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Stock Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Stock Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Equity Warrants are outstanding: (i) either any reclassification or change of the outstanding shares of Equity Securities; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding shares of Equity Securities issuable upon exercise of the Equity Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Equity Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Equity Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of the Companyshares of Equity Securities issuable upon exercise of such Equity Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Equity Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any or all of the Equity Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver Equity Securities in its own name, in exchange and substitution for fulfillment of its obligations to deliver Equity Securities upon exercise of the Warrant Certificates theretofore issuedEquity Warrants. Such Warrant Certificates All the Equity Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Equity Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Equity Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Equity Warrants thereafter to be issued as may be appropriate.

Merger, Consolidation, Sale, Transfer or Conveyance. The Company may consolidate or merge with or into (a) In case any other corporation or sell, lease, transfer or convey all or substantially all of its assets to the following shall occur while any other corporation, provided that Ordinary Share Warrants are outstanding: (i) either any reclassification or change of the outstanding Ordinary Shares; or (xii) any consolidation or merger to which the Company is party (other than a consolidation or a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change in, the outstanding Ordinary Shares issuable upon exercise of the Ordinary Share Warrants); or (yiii) the any sale, conveyance or lease to another corporation (if other than the Company) that is formed by or results from any such consolidation or merger or that receives such assets is a corporation organized and existing under the laws of the United States of America or a state thereof and such corporation assumes the obligations property of the Company with respect to as an entirety or substantially as an entirety; then the performance and observance of all of the covenants and conditions of this Agreement to be performed or observed by the Company and (ii) the Company Company, or such successor or purchasing corporation, as the case may be, must not immediately be in default under shall make appropriate provision by amendment of this Agreement. If Agreement or otherwise so that the Holders of the Ordinary Share Warrants then outstanding shall have the right at any time there shall be any consolidation or merger or any thereafter, upon exercise of such Ordinary Share Warrants, to purchase the kind and amount of shares of stock and other securities and property receivable upon such a reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition of all or substantially all lease as would be received by a holder of the assets number of the CompanyOrdinary Shares issuable upon exercise of such Ordinary Share Warrant immediately prior to such reclassification, then in any such event the successor change, consolidation, merger, sale, conveyance or assuming corporation shall succeed to and be substituted for the Companylease, with the same effect as if it had been named herein and and, in the Warrant Certificates as the Company; case of a consolidation, merger, sale, conveyance or lease, the Company shall thereupon be relieved of any further obligation hereunder or under the Ordinary Share Warrants, and, in the event of any such sale, lease, transfer, conveyance (other than by way of lease) or other disposition, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any of all of the Ordinary Share Warrants issuable hereunder which theretofore shall not theretofore exercisedhave been signed by the Company, and may execute and deliver Ordinary Share in its own name, in exchange and substitution for fulfillment of its obligations to deliver Ordinary Share upon exercise of the Warrant Certificates theretofore issuedOrdinary Share Warrants. Such Warrant Certificates All the Ordinary Share Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrant Certificates evidencing the Ordinary Share Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such new Warrant Certificates Ordinary Share Warrants had been issued at the date of the execution hereof. In any case of any such merger reclassification, change, consolidation, merger, conveyance, transfer or consolidation or sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company, such changes in phraseology and form (but not in substance) may be made in the new Warrant Certificates, Ordinary Share Warrants thereafter to be issued as may be appropriate.