Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction, in each case which is effected in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) equity securities or assets with respect to or in exchange for Common Stock, is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company shall make appropriate provision (in form and substance satisfactory to Holder) to insure that Holder shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant, such shares, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such Organic Change not taken place. In any such case, the Company shall make appropriate provision (in form and substance satisfactory to Holder) with respect to Holder’s rights and interests to insure that the provisions of this Section 4 and Section 3 hereof shall thereafter be applicable to the Warrant (including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Stock Purchase Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon exercise of the Warrant, if the value so reflected is less than the Stock Purchase Price in effect immediately prior to such consolidation, merger or sale). The Company shall not effect any such consolidation, merger or sale, unless 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 (in form and substance satisfactory to Holder), the obligation to deliver to Holder such shares, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire.
Organic Change. Except as otherwise provided in this Plan, any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an "Organic Change." Except as otherwise provided in this Plan, after the consummation of any Organic Change, each Participant holding Options shall thereafter have the right to acquire and receive upon exercise thereof, rather than the Option Shares immediately theretofore acquirable and receivable upon exercise of such Participant's Options, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Option Shares immediately theretofore acquirable and receivable upon exercise of such Participant's Options had such Organic Change not taken place. Except as otherwise provided in this Plan, in any such case, the Company shall make appropriate provision with respect to such Participant's rights and interests to insure that the provisions hereof (including this Section 10) shall thereafter be applicable to the Options (including, in the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the Exercise Price to the value for the Common Stock reflected by the terms of such Organic Change and a corresponding immediate adjustment in the number of Option Shares acquirable and receivable upon exercise of the Options, if the value so reflected is less than the Fair Market Value of the Common Stock in effect immediately prior to such Organic Change).
Organic Change. (a) Upon the consummation of an Organic Change (other than a transaction in which the Company is not the surviving entity), then lawful provision shall be made as part of the terms of such transaction whereby the terms of the Option shall be modified, without payment of any additional consideration by the Investor, so as to provide that upon the exercise of the Option following the consummation of such Organic Change, the Investor shall have the right to acquire and receive (in lieu of or in addition to the shares acquirable and receivable prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Option as in effect prior to such Organic Change), such securities, cash and other property as the Investor would have received if it had exercised the Option immediately prior to such Organic Change. Lawful provision also shall be made as part of the terms of the Organic Change so that all other terms of the Option shall remain in full force and effect following such Organic Change. The provisions of this subsection (a) shall similarly apply to successive Organic Changes of the character described in this subsection (a).
(b) The Company shall not enter into an Organic Change that is a transaction in which the Company is not the surviving entity unless lawful provision shall be made as part of the terms of such transaction whereby the surviving entity shall issue an option (the "NEW OPTION") to the Investor, without payment of any additional consideration by the Investor, with terms that provide that upon the exercise of such option, the Investor shall acquire and receive (in lieu of or in addition to the shares acquirable and receivable prior to the Organic Change), without payment of additional consideration therefor (except as would otherwise have been required by the terms of the Option as in effect prior to such Organic Change), such securities, cash and other property as the Investor would have received if it had exercised the Option immediately prior to such Organic Change. All other terms of the New Option shall be substantially equivalent to the terms of the Option. The provisions of this subsection (b) shall similarly apply to successive Organic Changes of the character described in of this subsection (b).
Organic Change. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each, an “Organic Change”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Organic Change, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and/or any additional consideration (the “Alternate Consideration”) receivable as a result of such merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Organic Change (if applicable), and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in an Organic Change, then the Holder shall be given the same choice (no later than the time of the Organic Change) as to the Alternate Consideration it receives upon any exercise of this Warrant following such Organic Change. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Organic Change shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of ...
Organic Change. Prior to the consummation of any Organic Change, unless the Company intends to cause an Optional Redemption in connection with such transaction, the Company shall make appropriate provision to insure that each Holder of the Warrants shall thereafter have the right to acquire and receive, in lieu of or addition to (as the case may be) the Common Stock immediately theretofore acquirable and receivable upon the exercise of such Holder’s Warrants, such cash, interests, securities or other assets or property as would have been issued or payable in such Organic Change (if the Holder had exercised such Holder’s Warrants immediately prior to such Organic Change) with respect to or in exchange for the Common Stock immediately theretofore acquirable and receivable upon exercise of such Holder’s Warrants had such Organic Change not taken place.
Organic Change. Any recapitalization, reorganization, reclassification, consolidation, merger, or any other transaction, in each case, that is effected in such a way that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to, or in exchange for, Common
Organic Change. In the event of an Organic Change, as -------------- described in the 1998 Stock Option Plan, the Employee shall have all of the protections which he would have in the event of an Organic Change under the Executive Stock and Option Agreement.
Organic Change. In case of any Organic Change (or any other -------------- merger or consolidation to which Company is a party, which for purposes of this Section 4.3 shall be deemed an Organic Change), each Holder shall have the right thereafter to receive, upon exercise of the Warrant during the period specified herein and upon payment of the Warrant Price, in lieu of the Common Stock issuable upon such exercise prior to consummation of such Organic Change, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Organic Change by a holder of that number of shares of Common Stock into which the Warrant was exercisable immediately prior to such Organic Change (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Organic Change). In case securities or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Article IV shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or property. In case of any Organic Change, the successor or acquiring corporation (if other than Company) shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed and observed by Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Article IV. For purposes of this Section 4.3, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4.3 shall similarly apply to successive reorganizations, reclassifications,...
Organic Change. In case of any reorganization of capital, reclassification of capital stock (other than a reclassification of capital subject to Section 4.1), consolidation or merger with or into another corporation, or sale, transfer or disposition of all or substantially all the property, assets or business of the Company to another corporation (any one or more of such events being an "Organic Change"), this Warrant shall thereafter be exercisable into, in lieu of the Common Shares issuable upon exercise of this Warrant prior to consummation of such Organic Change, the kind and amount of shares of stock and other securities and property receivable (including cash) upon the consummation of such Organic Change by a holder of that number of Common Shares subject to purchase upon exercise of this Warrant immediately prior to such Organic Change (including, on a pro rata basis, the cash, securities or property received by holders of Common Shares in any tender or exchange offer that is a step in such Organic Change). In case securities or property other than Common Shares shall be issuable or deliverable upon exercise as aforesaid, then all references in this Section 4.4 shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or property.
Organic Change. Any recapitalization, reorganization, -------------- reclassification, consolidation, merger, sale of all or substantially all of the Company's assets or other transaction which is effected in such a way that holders of Shares of Class A Membership Interests are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Shares of Class A Membership Interests is referred to herein as an "Organic Change." Prior to the consummation of any -------------- Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Required Holders) to provide that the Registered Holder shall have upon consummation thereof the right to acquire and receive upon exercise hereof such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of such Registered Holder's Warrants had such Organic Change not taken place.
