Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

Mergers, Consolidations, Sales. In (a) Neither the case Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any consolidation merger with any other Subsidiary or merger of a Subsidiary shall be the Company with another surviving entity (regardless of whether and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the Company is the surviving entityconditions set forth below are satisfied), or the sale of purchase or otherwise acquire all or substantially all of its the assets to another entityor stock of any class of, or any reorganization partnership, membership or reclassification joint venture or other interest in, any other Person except as otherwise provided in §8.3 or this §8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the Common Stock assets or stock of any class of, or joint venture or other equity securities of interest in, any Person if the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter following conditions have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets been met: (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (ai) the Company provides proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the holder hereof with not less than 10 days prior written notice business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of such consolidationsolid waste or thermal soil remediation, merger or sale (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the failure Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to give such notice exceed a total aggregate amount of $400,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Subsidiaries of the Borrower to incur any Indebtedness in connection with any transaction permitted pursuant to this §8.4 shall not affect the validity of such corporate event), and be governed by §8.1. (b) prior Neither the Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the consummation thereofBorrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the successor entity Borrower, (if other than ii) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction; provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days, either be used to pay down outstanding Loans under this Agreement or be reinvested by such Person in assets of the Company) resulting from consolidation or merger or business of the entity purchasing such assets assumesBorrower and its Subsidiaries, by written instrumentused for working capital, the obligation to deliver to each such holder such shares of stock, securities or assets as, invested in Investments in accordance with the foregoing provisionsprovisions of §8.3 or used for other general corporate purposes, such holder may be entitled (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the ordinary course of collecting past due accounts, or (iv) pursuant to acquirea Permitted Receivables Transaction.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in . In any such case case, appropriate provisions shall be made with respect to the rights and interests interest of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in . In any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with without another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore therefore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in . In any such case case, appropriate provisions shall be made with respect to the rights and interests interest of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Maker with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyMaker, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Payee shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderissuable upon conversion of this Note, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder issuable upon conversion of this Note had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Payee to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise conversion of this WarrantNote. The Company Maker shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyMaker) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to Payee, the obligation to deliver to each such holder Payee such shares of stock, securities or assets as, in accordance with the foregoing provisionsthis Section 8, such holder Payee may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Parent with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all a substantial part of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyParent (except a subdivision or combination of the Common Stock, provision for which is made in paragraph 6.1), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderhereunder on conversion of this Convertible Note, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, but not limited to, provisions for adjustment of the Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise conversion of this WarrantConvertible Note. The Company Parent shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyParent) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the Holder, the obligation to deliver to each such holder the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the a surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, ) as may (by virtue of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of the per share Warrant Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger merger, sale, reorganization or sale reclassification, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from consolidation such consolidation, merger, reorganization or merger reclassification or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the Holder of this Warrant, the obligation to deliver to each such holder Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, hereunder such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in . The fair market value of such securities shall be determined by a nationally recognized investment banking firm reasonably satisfactory to the holder. The cost of any such case appropriate provisions determination shall be made with respect to borne by the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this WarrantCompany. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities securities, cash or other assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Common Stock Shares or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock Shares immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Shares equal to the number of shares of Common Stock Shares immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in . In any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the a Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the such Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Payee shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderissuable upon conversion of this Note, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder issuable upon conversion of this Note had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Payee to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise conversion of this WarrantNote. The Neither Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the such Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to Payee, the obligation to deliver to each such holder Payee such shares of stock, securities or assets as, in accordance with the foregoing provisionsthis Section 8, such holder Payee may be entitled to acquirereceive. For further clarification and to eliminate any ambiguity, the term "Common Stock" as used in this Section 8 shall refer to USEG Common Stock if the "Company" for purposes of this Section 8 is the Maker or RMG Common Stock if the "Company" for purposes of this Section 8 is RMG."

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another 17 entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCompany (except a subdivision or combination provision for which is made in Section 6.4(a) hereof), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderreceivable upon conversion of their Notes, such shares of stock, securities securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders to the end that the provisions hereof of this Section 6 (including, without limitation, provisions for adjustment of the per share Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantsuch Notes. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each Holder, the obligation to deliver to each such holder Holder such shares of stock, securities securities, assets or assets cash as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Corporation with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCorporation, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, hereunder such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company Corporation shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyCorporation) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities securities, cash or other assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of Not permit any consolidation of the Company with or merger of the Company into any other corporation or corporations (whether or not affiliated with another entity (regardless of whether the Company) or successive consolidations in which the Company is or its successor or successors shall be a party or parties or any sale or conveyance of the surviving entity), or property of the sale of all Company as an entirety or substantially all of its assets as an entirety, to another entity, any other corporation (whether or any reorganization or reclassification of the Common Stock or other equity securities of not affiliated with the Company, then, as a condition of ) authorized to acquire and operate the same (any such consolidation, merger, salesale or conveyance is referred to herein as a "Corporate Transaction") unless each of the following conditions is met: (i) to the extent that as a result of such Corporate Transaction, reorganization any property of the Company or reclassificationa Restricted Subsidiary immediately prior thereto would be subjected to any Lien of any other party to such Corporate Transaction, lawful and adequate simultaneously with such Corporate Transaction or prior thereto, effective provision shall be made whereby for securing (equally and ratably with any other indebtedness of or guaranteed by the Holder shall thereafter have Company then entitled thereto) the right to receive due and punctual payment of the Liabilities by a prior Lien upon such asset; (ii) upon the basis and upon occurrence of any such Corporate Transaction all the terms and conditions specified herein and in lieu obligations of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (Company under this Agreement and the Note shall be expressly assumed in writing by virtue of the corporation formed by such consolidation, mergeror into which the Company shall have been merged, saleor by the corporation which shall have acquired such property (in each such case, reorganization or reclassification) the "surviving entity"), such assumption to be issued or payable with respect to or in exchange accompanied by an opinion of counsel for a number of outstanding shares of Common Stock equal the surviving entity to the number of shares of Common Stock immediately theretofore so purchasable hereunder had effect that such consolidationassumption has been duly authorized, merger, sale, reorganization or reclassification not taken placeexecuted and delivered by, and in is the legal, valid and binding obligation of, the surviving entity; (iii) immediately after giving effect to such Corporate Transaction and to the retirement of any Debt to be retired substantially concurrently therewith, no Event of Default or Unmatured Event of Default shall have occurred and be continuing, and the Company shall deliver a certificate signed by an Authorized Officer to such case appropriate provisions effect; (iv) the surviving entity shall be made with respect domiciled in the United States; (v) after giving effect to such Corporate Transaction and to the rights and interests retirement of any Debt to be retired substantially concurrently therewith on a pro forma basis (calculated using financial information for each party to such Corporate Transaction from such party's most recently ended fiscal quarter), the Holder ratio (expressed as a percent) of Debt to Total Capitalization for the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities surviving or assets thereafter deliverable upon exercise of this Warrant. The Company successor party shall not effect any such consolidation, merger or sale unless exceed (a) 60% in the case where the most recently ended fiscal quarter for the Company provides was one of the holder hereof with not less than 10 days first three Fiscal Quarters of a Fiscal Year or (b) 50% in the case where the most recently ended fiscal quarter for the Company was the last Fiscal Quarter of a Fiscal Year; and (vi) the Company shall have given at least 30 days' prior written notice of such consolidationCorporate Transaction to the Bank. Upon consummation of the Corporate Transaction and the assumption of the Company's obligations under this Agreement by the surviving entity, such surviving entity shall succeed to and be substituted for the Company, with the same effect as if it were an original party to this Agreement and, in the event of any such sale or conveyance, the Company shall be released from its obligations under this Agreement. Except for the merger of any Restricted Subsidiary into the Company or sale (provided that another Restricted Subsidiary, the failure to give such notice Company shall not affect the validity permit any Restricted Subsidiary to be a party to any Corporate Transaction if before or after giving effect thereto an Event of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation Default or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares Unmatured Event of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquireDefault shall exist.

Mergers, Consolidations, Sales. In the case of any ------------------------------ consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, then as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holders of the Debentures shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock securities immediately theretofore purchasable hereunderreceivable upon conversion of the Debentures, such shares of stock, securities securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, amalgamation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a type and number of outstanding shares of Common Stock securities equal to the type and number of shares of Common Stock securities immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holders of the Debentures to the end that the provisions hereof of this Section 7, shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantthe Debentures. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrument, the obligation to deliver to each such holder such shares of stock, securities securities, assets or assets cash as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCompany (except a subdivision or combination provision for which is made in Section 6.5(a) hereof), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderreceivable upon conversion of their Notes, such shares of stock, securities securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders to the end that the provisions hereof of this Section 6 (including, without limitation, provisions for adjustment of the per share Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantsuch Notes. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each Holder, the obligation to deliver to each such holder Holder such shares of stock, securities securities, assets or assets cash as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In (a) Neither the case Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any consolidation merger with any other Subsidiary or merger of a Subsidiary shall be the Company with another surviving entity (regardless of whether and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the Company is the surviving entityconditions set forth below are satisfied), or the sale of purchase or otherwise acquire all or substantially all of its the assets to another entityor stock of any class of, or any reorganization partnership, membership or reclassification joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the Common Stock assets or stock of any class of, or joint venture or other equity securities of interest in, any Person if the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter following conditions have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets been met: (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (ai) the Company provides proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the holder hereof with not less than 10 days prior written notice business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of such consolidationsolid waste or thermal soil remediation, merger or sale (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the failure Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to give such notice shall not affect exceed an aggregate amount of $100,000,000 during the validity of such corporate event)first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. (b) prior Neither the Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the consummation thereofBorrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the successor entity Borrower, (if other than ii) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction, provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days, either be used to pay down outstanding Loans under this Agreement and outstanding loans under the Company) resulting from consolidation Five Year Revolving Credit Facility pro rata, or merger or be reinvested by such Person in assets of the entity purchasing such assets assumesbusiness of the Borrower and its Subsidiaries, by written instrumentused for working capital, the obligation to deliver to each such holder such shares of stock, securities or assets as, invested in Investments in accordance with the foregoing provisionsprovisions of Section 8.3 or used for other general corporate purposes, such holder may be entitled (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the ordinary course of collecting past due accounts, or (iv) pursuant to acquirea Permitted Receivables Transaction.

Mergers, Consolidations, Sales. In (a) Neither the case Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any consolidation merger with any other Subsidiary or merger of a Subsidiary shall be the Company with another surviving entity (regardless of whether and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the Company is the surviving entityconditions set forth below are satisfied), or the sale of purchase or otherwise acquire all or substantially all of its the assets to another entityor stock of any class of, or any reorganization partnership, membership or reclassification joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the Common Stock assets or stock of any class of, or joint venture or other equity securities of interest in, any Person if the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter following conditions have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets been met: (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (ai) the Company provides proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the holder hereof with not less than 10 days prior written notice business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of such consolidationsolid waste or thermal soil remediation, merger or sale (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the failure Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to give such notice shall not affect exceed an aggregate amount of $100,000,000 during the validity of such corporate event)first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. (b) prior Neither the Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the consummation thereofBorrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the successor entity Borrower, (if other than ii) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction, provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days, either be used to pay down outstanding Loans under this Agreement and outstanding loans under the Company) resulting from consolidation 364 Day Facility pro rata, or merger or be reinvested by such Person in assets of the entity purchasing such assets assumesbusiness of the Borrower and its Subsidiaries, by written instrumentused for working capital, the obligation to deliver to each such holder such shares of stock, securities or assets as, invested in Investments in accordance with the foregoing provisionsprovisions of Section 8.3 or used for other general corporate purposes, such holder may be entitled (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the ordinary course of collecting past due accounts, or (iv) pursuant to acquirea Permitted Receivables Transaction.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCompany except a split-up or combination provision for which provision is made in Section 3.1, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustment of per share Warrant Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCompany (except a subdivision or combination provision for which is made in Section 6.4(a) hereof), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderreceivable upon conversion of their Notes, such shares of stock, securities securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders to the end that the provisions hereof of this Section 6 (including, without limitation, provisions for adjustment of the per share Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantsuch Notes. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each Holder, the obligation to deliver to each such holder Holder such shares of stock, securities securities, assets or assets cash as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In (a) Neither the case Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any consolidation merger with any other Subsidiary or merger of a Subsidiary shall be the Company with another surviving entity (regardless of whether and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the Company is the surviving entityconditions set forth below are satisfied), or the sale of purchase or otherwise acquire all or substantially all of its the assets to another entityor stock of any class of, or any reorganization partnership, membership or reclassification joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the Common Stock assets or stock of any class of, or joint venture or other equity securities of interest in, any Person if the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter following conditions have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets been met: (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (ai) the Company provides proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the holder hereof with not less than 10 days prior written notice business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of such consolidationsolid waste or thermal soil remediation, merger or sale (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the failure Borrower or its Subsidiaries may purchase or otherwise acquire all or 61 -55- substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to give such notice shall not affect exceed an aggregate amount of $100,000,000 during the validity of such corporate event)first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 8.4 shall be governed by Section 8.1. (b) prior Neither the Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the consummation thereofBorrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the successor entity Borrower, (if other than ii) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction, provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days, either be used to pay down outstanding Loans under this Agreement and outstanding loans under the Company) resulting from consolidation 364 Day Facility pro rata, or merger or be reinvested by such Person in assets of the entity purchasing such assets assumesbusiness of the Borrower and its Subsidiaries, by written instrumentused for working capital, the obligation to deliver to each such holder such shares of stock, securities or assets as, invested in Investments in accordance with the foregoing provisionsprovisions of Section 8.3 or used for other general corporate purposes, such holder may be entitled (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the ordinary course of collecting past due accounts, or (iv) pursuant to acquirea Permitted Receivables Transaction.

Mergers, Consolidations, Sales. In (a) Neither the case Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and the Guarantor shall be the survivor of any consolidation merger with any other Subsidiary or merger of a Subsidiary shall be the Company with another surviving entity (regardless of whether and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the Company is the surviving entityconditions set forth below are satisfied), or the sale of purchase or otherwise acquire all or substantially all of its the assets to another entityor stock of any class of, or any reorganization partnership, membership or reclassification joint venture or other interest in, any other Person except as otherwise provided in Section 9.3 or this Section 9.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the Common Stock assets or stock of any class of, or joint venture or other equity securities of interest in, any Person if the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter following conditions have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets been met: (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (ai) the Company provides proposed transaction will not otherwise create a Default or an Event of Default hereunder; and (ii) the holder hereof with not less than 10 days prior written notice business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of such consolidationsolid waste or thermal soil remediation, merger or sale (B) other lines of businesses currently engaged in, or related, associated, complementary or supplementary thereto, whether from an operational, business, financial, technical or administrative standpoint; provided that the failure Borrower or its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any Persons in unrelated businesses, not to give such notice shall not affect exceed an aggregate amount of $100,000,000 during the validity of such corporate event)first year following the Effective Date, and not to exceed a total aggregate amount of $200,000,000 during the term of this Agreement. Notwithstanding anything herein to the contrary, the ability of the Borrower and its Subsidiaries to incur any Indebtedness in connection with any transaction permitted pursuant to this Section 9.4 shall be governed by Section 9.1. (b) prior Neither the Borrower nor any Subsidiary shall sell, transfer, convey or lease any assets or group of assets, including the sale or transfer of any property owned by the Borrower or any Subsidiary in order then or thereafter to lease such property or lease other property which the consummation thereofBorrower or such Subsidiary intends to use for substantially the same purpose as the property being sold or transferred, or sell or assign, with or without recourse, any receivables, except (i) transfers of real or personal property among Subsidiaries of the successor entity Borrower, (if other than ii) so long as no Default or Event of Default has occurred 61 -55- and is continuing, or would result therefrom, sales of assets or pursuant to a sale-leaseback transaction, provided that any net cash proceeds from any such sale or sale-leaseback shall, within 180 days, either be used to pay down outstanding Loans under this Agreement and outstanding loans under the Company) resulting from consolidation Five Year Revolving Credit Facility pro rata, or merger or be reinvested by such Person in assets of the entity purchasing such assets assumesbusiness of the Borrower and its Subsidiaries, by written instrumentused for working capital, the obligation to deliver to each such holder such shares of stock, securities or assets as, invested in Investments in accordance with the foregoing provisionsprovisions of Section 9.3 or used for other general corporate purposes, such holder may be entitled (iii) sales of accounts receivable (and contract rights, general intangibles or chattel paper related thereto) more than sixty (60) days past due sold or assigned in the ordinary course of collecting past due accounts, or (iv) pursuant to acquirea Permitted Receivables Transaction.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCompany (except a subdivision or combination provision for which is made in Section 6.5(a) hereof), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderreceivable upon conversion of the Note, such shares of stock, securities securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof of this Section 6 (including, without limitation, provisions for adjustment of the per share Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantthe Note. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each Holder, the obligation to deliver to each such holder the Holder such shares of stock, securities securities, assets or assets cash as, in accordance with the foregoing provisions, such holder the Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Borrower with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyBorrower (except a split-up, combination or reclassification, provision for which is made in paragraph A of SS.7.4 hereof), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Holders shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderreceivable upon conversion of their Notes, such shares of stock, securities Securities, assets or assets (including, without limitation, cash), if any, cash as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Holders to the end that the provisions hereof of this SS.7 (including, without limitation, provisions for adjustment of the per share ConversioN Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities Securities, assets or assets cash thereafter deliverable upon exercise conversion of this Warrantsuch Notes. The Company Borrower shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyBorrower) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each Holder, the obligation to deliver to each such holder Holder such shares of stock, securities Securities, assets or assets cash as, in accordance with the foregoing provisions, such holder Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Corporation with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCorporation (except a subdivision or combination of the Common Stock, provision for which is made in paragraph 4), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, but not limited to, provisions for adjustment of the Number of Warrant Shares) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company Corporation shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyCorporation) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the Holder, the obligation to deliver to each such holder the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization reorganization, recapitalization or reclassification of the Class A Common Stock and/or Class B Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Class A Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Class A Common Stock equal to the number of shares of Class A Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization reorganization, recapitalization or reclassification not taken place, and in any such case case, appropriate provisions shall be made with respect to the rights and interests of the Holder holder of this Warrant to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation consolidation, amalgamation or merger of the Company with another entity (regardless of whether the Company is the surviving entity)Person, or the sale of all or substantially all of its assets to another entityPerson, or any reorganization or reclassification of the Common Stock or other equity securities Equity Interests of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of any Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Senior Common Stock Interests immediately theretofore purchasable hereunder, such Equity Interests, shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, amalgamation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of the Senior Common Stock equal Interests for which such Warrant is exercisable immediately prior to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidationevent (collectively, merger, sale, reorganization or reclassification not taken place“Substitute Interests”), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end of such Warrant so that the provisions hereof of this Agreement and the Warrant Certificate applicable to such Warrant shall thereafter be applicable, as nearly as may be, in relation to any shares of stockSubstitute Interests, securities or assets thereafter deliverable upon exercise of this such Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidationamalgamation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event)sale, and (b) unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from consolidation such consolidation, amalgamation, or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the Holder of each Warrant, the obligation obligations set forth in this Section 7, as well as each and every other covenant and condition of this Agreement to deliver be performed and observed by the Company and all the obligations and liabilities hereunder, including (without limitation) Section 6(a) above. The Company shall give written notice to each the Holders of any event contemplated by the first sentence of this Section 7 at least thirty days prior to such holder event. Such notice shall set forth in reasonable detail the terms of any such shares event. Nothing contained in this Section 7 shall permit a merger, amalgamation, or consolidation or a sale of stockthe assets of the Company otherwise prohibited by the provisions of any other agreement to which the Company and any Holder of a Warrant are a party, securities or assets asincluding, in accordance with but not limited to, the foregoing provisions, such holder may be entitled to acquireCredit Agreement.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Corporation with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCorporation (except a subdivision or combination of the Common Stock, provision for which is made in pursuant to Section 4), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holders of the Warrants shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holders of the Warrants to the end that the provisions hereof (including, but not limited to, provisions for adjustment of the Number of Warrant Shares) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company Corporation shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the CompanyCorporation) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to each holder of the Warrants, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Class B Common Stock immediately theretofore purchasable hereunder, hereunder such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Class B Common Stock equal to the number of shares of Class B Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and ; provided that if securities which are not traded on a National Securities Exchange are issued to holders of Common Stock in any such case appropriate provisions transaction (excluding a merger in which the Company shall be made with respect the survivor) then at the election of the holder in lieu of such securities the holder hereof shall be entitled to receive cash equal to the rights and interests fair market value of the securities which such Holder is entitled to receive. The fair market value of such securities shall be determined by a nationally recognized investment banking firm reasonably satisfactory to the end that holder. The cost of any such determination shall be borne by the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this WarrantCompany. The Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to the holder of this Warrant, the obligation to deliver to each such holder such shares of stock, securities securities, cash or other assets as, in accordance with the foregoing provisions, such holder may be entitled to acquirereceive.

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the a Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the such Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder Payee shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunderissuable upon conversion of this Note, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder issuable upon conversion of this Note had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder Payee to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise conversion of this WarrantNote. The Neither Company shall not effect any such consolidation, merger or sale sale, unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to or simultaneously with the consummation thereof, the successor entity (if other than the such Company) resulting from such consolidation or merger or the entity purchasing such assets assumes, shall assume by written instrumentinstrument executed and mailed or delivered to Payee, the obligation to deliver to each such holder Payee such shares of stock, securities or assets as, in accordance with the foregoing provisionsthis Section 8, such holder Payee may be entitled to acquirereceive. For further clarification and to eliminate any ambiguity, the term "Common Stock" as used in this Section 8 shall refer to USEG Common Stock if the "Company" for purposes of this Section 9 is the Maker or RMG Common Stock if the "Company" for purposes of this Section 8 is RMG."

Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company Corporation with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the CompanyCorporation (except a split-up or combination, provision for which is made in subparagraph (iii)(A) of this paragraph (g)), then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder holders of the 8% Preferred Stock shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable receivable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable receivable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder holders of the 8% Preferred Stock to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price) shall thereafter be applicable, applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice conversion of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire8% Preferred Stock.