Common use of Mergers, Consolidation, Sales Clause in Contracts

Mergers, Consolidation, Sales. In the case of any proposed consolidation or merger of the Corporation with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization, recapitalization, reclassification of the capital stock of the Corporation or other transaction, then, as a condition of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction, the Corporation shall give 30 days’ prior written notice thereof to Warrant holders and lawful and adequate provision shall be made whereby holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Corporation immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction. In any such case appropriate provision shall be made with respect to the rights and interests of the holders to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Warrants. The Corporation shall not effect any such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction unless, prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the Corporation’s assets) assumes by written instrument the obligation to deliver to each holder of Warrants such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire upon exercise of Warrants.

Mergers, Consolidation, Sales. In the case of any proposed consolidation or merger of the Corporation Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization, recapitalization, reclassification of the capital stock of the Corporation Company or other transaction, then, as a condition of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction, the Corporation Company shall give 30 days’ prior written notice thereof to Warrant holders Holder hereof and lawful and adequate provision shall be made whereby holders Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Corporation Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction. In any such case appropriate provision shall be made with respect to the rights and interests of the holders Holder to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Warrantsthis Warrant. The Corporation Company shall not effect any such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction unless, prior to the consummation thereof, the successor entity (if other than the CorporationCompany) resulting from such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the CorporationCompany’s assets) assumes by written instrument the obligation to deliver to each holder Holder of Warrants such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquire upon exercise of Warrants.

Mergers, Consolidation, Sales. In the case of any proposed consolidation or merger of the Corporation Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization, recapitalization, reorganization or reclassification of the capital stock of the Corporation or other transactionCompany, then, as a condition of such consolidation, merger, sale, reorganizationreorganization or reclassification, recapitalization, reclassification or other transaction, the Corporation shall give 30 days’ prior written notice thereof to Warrant holders and lawful and adequate provision shall be made whereby holders the Holder of this Note shall thereafter have the right to receive receive, upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Corporation Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization, reclassification reorganization or other transactionreclassification) be issued or payable with respect to or in exchange for the number of shares Shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification reorganization or other transactionreclassification. In any such case case, appropriate provision shall be made with respect to the rights and interests of the holders Holder of this Note to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicable, in relation to any shares of stockShares, securities or assets thereafter deliverable upon the exercise of the Warrantsthis Note. The Corporation Company shall not effect any such consolidation, mergermerger or sale unless: (I) either (A) the Holder shall have given its written consent thereto, saleor (B) the other party to the consolidation, reorganizationmerger or sale is not controlled by, recapitalizationdoes not control, reclassification and is not under common control with, the Company and the transaction is not being undertaken with the purpose of diminishing, defeating or other transaction unlessavoiding the Holder's rights hereunder, and (ii) prior to or simultaneously with the consummation thereof, thereof the successor entity (if other than corporation or purchaser, as the Corporation) resulting from such consolidationcase may be, mergershall assume, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the Corporation’s assets) assumes by written instrument instrument, the obligation to deliver to each holder of Warrants the Holder such shares of stockShares, securities or assets as, in accordance with the foregoing provisions, such holder may be the Holder is entitled to acquire upon exercise of Warrantsreceive.

Mergers, Consolidation, Sales. In the case of any proposed consolidation or merger of the Corporation Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization, recapitalization, reclassification of the capital stock of the Corporation Company or other transaction, then, as a condition of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction, the Corporation Company shall give 30 days’ ' prior written notice thereof to Warrant holders and lawful and adequate provision shall be made whereby holders Holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Corporation Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction. In any such case appropriate provision shall be made with respect to the rights and interests of the holders Holders to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Warrants. The Corporation Company shall not effect any such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction unless, prior to the consummation thereof, the successor entity (if other than the CorporationCompany) resulting from such consolidation, merger, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the Corporation’s Company's assets) assumes by written instrument the obligation to deliver to each holder Holder of Warrants such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquire upon exercise of Warrants.

Mergers, Consolidation, Sales. In the case of any proposed consolidation or merger of the Corporation Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization, recapitalization, reorganization or reclassification of the capital stock of the Corporation or other transactionCompany, then, as a condition of such consolidation, merger, sale, reorganizationreorganization or reclassification, recapitalization, reclassification or other transaction, the Corporation shall give 30 days’ prior written notice thereof to Warrant holders and lawful and adequate provision shall be made whereby holders the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Corporation Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization, reclassification reorganization or other transactionreclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization, recapitalization, reclassification reorganization or other transactionreclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the holders Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be practicablebe, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Warrantsthis Warrant. The Corporation Company shall not effect any such consolidation, mergermerger or sale unless (i) either (A) the Holder shall have given its written consent thereto, saleor (B) the other party to the consolidation, reorganizationmerger or sale is not controlled by, recapitalizationdoes not control, reclassification and is not under common control with, the Company and the transaction is not being undertaken with the purpose of diminishing, defeating or other transaction unlessavoiding the Holder's rights hereunder, and (ii) prior to or simultaneously with the consummation thereof, thereof the successor entity (if other than corporation or purchaser, as the Corporation) resulting from such consolidationcase may be, merger, sale, reorganization, recapitalization, reclassification or other transaction (including a purchaser of all or substantially all the Corporation’s assets) assumes shall assume by written instrument the obligation to deliver to each holder of Warrants the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be the Holder is entitled to acquire upon exercise of Warrantsreceive.