Common use of Merger, etc Clause in Contracts

Merger, etc. In case at any time or from time to time after the date of this Option, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets of the Company).

Merger, etc. In case at any time or from time to time after the date of this Option, If the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Personperson, or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the HolderHolder of this Option, upon on the exercise hereof as provided in Section 1 2 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such the Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder the Holder had so exercised this Option Option, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the thereto. The successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed must agree prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person person acquiring all or substantially all of the properties or assets of the Company).. If the Acquiring Company has not so agreed to continue this Option, then the Company shall give 30 days' prior written notice to the Holder of this Option of such

Merger, etc. (a) In case at any time or from time to time after the date of this Optiontime, the Company shall shall, (ai) effect a reorganizationreorganization of the capital stock of the Company, (bii) consolidate with or merge into any other Personperson, or (ciii) transfer sell all or substantially all of its properties assets or assets to any have all or substantially all of its stock sold (or converted into other Person under any plan property by virtue of a reverse merger) or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as iv) dissolve or liquidate (each a "ReorganizationMAJOR TRANSACTION") then, in each such case, the HolderCompany will use best efforts to ensure that the acquiring entity (as applicable) assumes this Warrant or issues a comparable substitute warrant so that the holder of this Warrant, upon on the exercise hereof as provided in Section 1 at any time after the consummation of this Warrant or effective date of such Reorganization (the "Effective Date")substitute warrant, shall receive, in lieu of the Shares Common Stock issuable on such exercise prior to such consummation or such effective datetransaction, the stock and other securities and property (including cash) to which such Holder holder would have been entitled upon consummation of such consummation or in connection with such dissolution, as the case may be, transaction if such holder had so exercised this Option Warrant, immediately prior thereto (thereto, all subject to further adjustment thereafter as provided in Section 25. In each such case, provided appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holder of this Warrant to the end that the successor corporation provisions set forth herein (including those relating to adjustments of the Purchase Price) shall thereafter be applicable, as near as reasonably may be, in relation to any such Reorganization described in clause (b) shares or (c) above where other property deliverable upon the Company will not be the surviving entity (the "Acquiring Company") has agreed exercise hereof as if this Warrant had been exercised immediately prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets of the Company)transaction.

Merger, etc. In case at any time or from time to time after the date of this Option, If the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Personperson, or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 twenty-four (24) months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the HolderHolder of this Warrant, upon on the exercise hereof as provided in Section 1 3 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such the Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder the Holder had so exercised this Option Warrant, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, thereto; provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person person acquiring all or substantially all of the properties or assets of the Company).

Merger, etc. In case If the Company at any time merges or from time consolidates with or into any other corporation or enters into a similar transaction (other than a merger in which the Company is the surviving corporation and in connection with which there is no reclassification or other change in the Common Stock or other securities of the Company or any issuance of stock, securities or property to time after the holders of its outstanding shares of Common Stock), then the Company shall notify the Holder of any such event and, effective upon the record or other date of determination of persons affected by such merger, consolidation or similar transaction, the securities which the Holder would be entitled to receive on the exercise hereof shall include the kind and amount of securities, cash and property that would have been held by the Holder if on such determination date the Holder had been the holder of record of the securities, cash and properties issuable upon exercise of the Warrant on such determination date (or the right thereto prior to the effective date thereof). In the event of any merger, consolidation or similar transaction referred to above in this OptionSection 7(b), the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganizationshall, and shall be binding cause any successor corporation as a condition precedent to such transaction to, execute and deliver to each Holder a new Warrant (i) providing that the owner of such Warrant, upon exercise thereof, shall have the issuer of any such stock or other right to purchase the securities (including, in the case of any transfer of properties or assets referred to as adjusted as described above, and (ii) containing provisions for subsequent adjustments in a manner and on terms as nearly equivalent as may be practicable to the Person acquiring all or substantially all of the properties or assets of the Companyadjustments provided for in this Section 7(b).

Merger, etc. In case If the Company at any time merges or from time consolidates with or into any other corporation or enters into a similar transaction (other than a merger in which the Company is the surviving corporation and in connection with which there is no reclassification or other change in the Common Stock or other securities of the Company or any issuance of stock, securities or property to time after the holders of its outstanding shares of Common Stock), then the Company shall notify the Holder of any such event and, effective upon the record or other date of determination of persons affected by such merger, consolidation or similar transaction, the securities which the Holder would be entitled to receive on the exercise hereof shall include the kind and amount of securities, cash and property that would have been held by the Holder if on such determination date the Holder had been the holder of record of the securities, cash and properties issuable upon exercise of the Warrant on such determination date (or the right thereto prior to the effective date thereof). In the event of any merger, consolidation or similar transaction referred to above in this OptionSection 7(b), the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganizationshall, and shall be binding cause any successor corporation as a condition precedent to such transaction to, execute and deliver to each Holder a new Warrant (i) providing that the owner of such Warrant, upon exercise thereof, shall have the issuer of any such stock or other right to purchase the securities (including, in the case of any transfer of properties or assets referred to as adjusted as described above, and (ii) containing provisions for subsequent adjustments in a manner and on terms as nearly equivalent as may be practicable to the Person acquiring all or substantially all of the properties or assets of the Companyadjustments provided for in this Section 7(b).. (c)

Merger, etc. In case If the Company at any time merges or from time consolidates with or into any other corporation or enters into a similar transaction (other than a merger in which the Company is the surviving corporation and in connection with which there is no reclassification or other change in the Common Stock or other securities of the Company or any issuance of stock, securities or property to time after the holders of its outstanding shares of Common Stock), then the Company shall notify the Holder of any such event and, effective upon the record or other date of determination of persons affected by such merger, consolidation or similar transaction, the securities which the Holder would be entitled to receive on the exercise hereof shall include the kind and amount of securities, cash and property that would have been held by the Holder if on such determination date the Holder had been the holder of record of the securities, cash and properties issuable upon exercise of the Warrant on such determination date (or the right thereto prior to the effective date thereof). In the event of any merger, consolidation or similar transaction referred to above in this OptionSection 8(b), the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganizationshall, and shall be binding cause any successor corporation as a condition precedent to such transaction to, execute and deliver to each Holder a new Warrant (i) providing that the owner of such Warrant, upon exercise thereof, shall have the issuer of any such stock or other right to purchase the securities (including, in the case of any transfer of properties or assets referred to as adjusted as described above, and (ii) containing provisions for subsequent adjustments in a manner and on terms as nearly equivalent as may be practicable to the Person acquiring all or substantially all of the properties or assets of the Companyadjustments provided for in this Section 8(b).

Merger, etc. In case at any time or from time to time after the date of issuance of this OptionWarrant, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, person or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 months three (3) years from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") ), then, in each such case, the HolderRegistered Holder of this Warrant, upon the exercise hereof as provided in Section 1 3 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares shares of Common Stock issuable on such exercise prior to such consummation or such effective dateEffective Date, the stock and other securities and property (including cash) to which such Registered Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder Registered Holder had so exercised this Option Warrant, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that 5). The Company shall not effect a transaction of the successor corporation in any such Reorganization type described in clause (b) or (c) above where unless upon or prior to the consummation thereof, the Company's successor corporation, or if the Company will not shall be the surviving entity (the "Acquiring Company") has agreed prior to company in any such Reorganization in a writing satisfactory in form and substance to but is not the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to issuer of the shares of stock and other stock, securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in property to be delivered to the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets holders of the Company).'s outstanding shares of Common Stock at the effective time thereof, then such issuer, shall assume in writing the obligation hereunder to deliver to the Registered Holder of this Warrant such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the provisions hereof

Merger, etc. In case If the Company at any time merges or from time consolidates with or into any other corporation or enters into a similar transaction (other than a merger in which the Company is the surviving corporation and in connection with which there is no reclassification or other change in the Common Stock or other securities of the Company or any issuance of stock, securities or property to time after the holders of its outstanding shares of Common Stock), then the Company shall notify the Holder of any such event and, effective upon the record or other date of determination of persons affected by such merger, consolidation or similar transaction, the securities which the Holder would be entitled to receive on the exercise hereof shall include the kind and amount of securities, cash and property that would have been held by the Holder if on such determination date the Holder had been the holder of record of the securities, cash and properties issuable upon exercise of the Warrant on such determination date (or the right thereto prior to the effective date thereof). In the event of any merger, consolidation or similar transaction referred to. above in this OptionSection 7(b), the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganizationshall, and shall be binding cause any successor corporation as a condition precedent to such transaction to, execute and deliver to each Holder a new Warrant (i) providing that the owner of such Warrant, upon exercise thereof, shall have the issuer of any such stock or other right to purchase the securities (including, in the case of any transfer of properties or assets referred to as adjusted as described above, and (ii) containing provisions for subsequent adjustments in a manner and on terms as nearly equivalent as may be practicable to the Person acquiring all or substantially all of the properties or assets of the Companyadjustments provided for in this Section 7(b).

Merger, etc. In case at any time or from time to time after the date of this Option, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) transfer all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, case the Holder, upon the exercise hereof as provided in Section 1 Section1 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), ) shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder had so exercised this Option immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets of the Company).

Merger, etc. In case at any time or from time to time after the date of this Option, If the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Personperson, or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 months from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") then, in each such case, the HolderHolder of this Option, upon on the exercise hereof as provided in Section 1 2 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such the Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder the Holder had so exercised this Option Option, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that the thereto. The successor corporation in any such Reorganization described in clause (b) or (c) above where the Company will not be the surviving entity (the "Acquiring Company") has agreed must agree prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets of the Company).any

Merger, etc. In case at any time or from time to time ----------- after the date of issuance of this OptionWarrant, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, person or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 months three (3) years from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") ), then, in each such case, the HolderRegistered Holder of this Warrant, upon the exercise hereof as provided in Section 1 3 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares shares of Common Stock issuable on such exercise prior to such consummation or such effective dateEffective Date, the stock and other securities and property (including cash) to which such Registered Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder Registered Holder had so exercised this Option Warrant, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 2, provided that 5). The Company shall not effect a transaction of the successor corporation in any such Reorganization type described in clause (b) or (c) above where unless upon or prior to the consummation thereof, the Company's successor corporation, or if the Company will not shall be the surviving entity (the "Acquiring Company") has agreed prior to company in any such Reorganization in a writing satisfactory in form and substance to but is not the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to issuer of the shares of stock and other stock, securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in property to be delivered to the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets holders of the Company)'s outstanding shares of Common Stock at the effective time thereof, then such issuer, shall assume in writing the obligation hereunder to deliver to the Registered Holder of this Warrant such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the provisions hereof.

Merger, etc. In case at any time or from time to time after the date of issuance of this OptionWarrant, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, person or (c) transfer all or substantially all of its properties or assets to any other Person person under any plan or arrangement contemplating the dissolution of the Company within 24 months three (3) years from the date of such transfer (any such transaction being hereinafter sometimes referred to as a "Reorganization") ), then, in each such case, the HolderRegistered Holder of this Warrant, upon the exercise hereof as provided in Section 1 3 at any time after the consummation or effective date of such Reorganization (the "Effective Date"), shall receive, in lieu of the Shares shares of Common Stock issuable on such exercise prior to such consummation or such effective dateEffective Date, the stock and other securities and property (including cash) to which such Registered Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such holder Registered Holder had so exercised this Option Warrant, immediately prior thereto (all subject to further adjustment thereafter as provided in Section 25). The Company shall not effect a transaction of the type described in clause (a) or (b) above unless upon or prior to the consummation thereof, provided that the Company's successor corporation corporation, or if the Company shall be the surviving company in any such Reorganization described in clause (b) or (c) above where but is not the Company will not be the surviving entity (the "Acquiring Company") has agreed prior to such Reorganization in a writing satisfactory in form and substance to the Holder that this Option shall continue in full force and effect and the terms hereof shall be applicable to issuer of the shares of stock and other stock, securities and property receivable on exercise after the consummation of such Reorganization, and shall be binding upon the issuer of any such stock or other securities (including, in property to be delivered to the case of any transfer of properties or assets referred to above, the Person acquiring all or substantially all of the properties or assets holders of the Company)'s outstanding shares of Common Stock at the effective time thereof, then such issuer, shall assume in writing the obligation hereunder to deliver to the Registered Holder of this Warrant such shares of stock, securities, cash or other property as such holder shall be entitled to purchase in accordance with the provisions hereof.