Common use of Other Rights of Holders Clause in Contracts

Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person 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 "“Organic Change." ” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's ’s Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's ’s Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. ReorganizationSECTION 8.1 Dispositions of Warrants, ReclassificationWarrant Stock or Marketable Capital Stock. (a) Notwithstanding anything in this Agreement to the contrary, Consolidationbut subject to compliance with the Securities Act, Merger applicable state securities laws and the requirement as to placement of a legend on certificates specified in Section 6.4, any Holder shall have the right to transfer any or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of its Warrants, Warrant Stock or Marketable Capital Stock issued (or to be issued) pursuant to this Agreement (collectively, the Company's assets "Transferred Securities") to another any Person. The Person or other transaction to which is effected in such a way that holders of Common Stock Transferred Securities 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 "Organic Change." Prior transferred pursuant to the consummation immediately preceding sentence shall be deemed to be a Holder of such Transferred Securities and bound by the provisions of this Agreement applicable to the Holders so long as such Person continues to own any of the Transferred Securities so transferred to it. In the event that the Transferred Securities (i) Organic Change have been effectively registered under the Securities Act and applicable state securities laws and sold by the Holder thereof in accordance with such registration or (ii) other Organic Change following which are sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144, then the Holder thereof shall, upon written request made to the Company, be entitled to receive from the Company, without expense, a new certificate evidencing such Transferred Securities not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Transferred Securities, provided, that the Holder thereof shall have furnished the Company is not a surviving entitywith such certificates and opinions as the Company shall have reasonably requested. (b) In connection with any transfer of any Warrants, the Company will secure from Holder thereof shall surrender such Warrants to the Person purchasing such assets or the successor resulting from such Organic Change (in each caseCompany, the "Acquiring Entity") together with a written agreement (assignment of such Warrants duly executed by the Holder thereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment attached as Exhibit C. Upon such surrender and receipt by the Company of a written agreement, in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this NoteCompany, a security of the Acquiring Entity evidenced assignee agreeing to be bound by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory Agreement to the Holder. Prior to the consummation of any other Organic Changesame extent as such Holder was so bound), the Company shall make appropriate provision (execute and deliver a new Warrant Certificate in form and substance reasonably satisfactory to the Holders of a majority name of the Conversion Amount assignee and in the denominations specified in such instrument of assignment, and the original Warrant Certificate shall promptly be canceled. (c) The Company shall maintain books for the registration and transfer of the Notes then outstanding) Warrants, and shall allow each Holder of Warrants to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (inspect such books at such reasonable times as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this sectionshall request.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic Change." ". Prior to the consummation of any (i) Organic Change sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the HolderHolders of a majority of the Preferred Shares then outstanding) to deliver to each Holder of Preferred Shares in exchange for this Notesuch shares, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Notethe Preferred Shares, including, without limitation, having a stated value and liquidation preference equal to the Transaction Value and the Liquidation Preference of the Preferred Shares held by such Holder, and reasonably satisfactory to the HolderHolders of a majority of the Preferred Shares then outstanding. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes Preferred Shares then outstanding) to ensure insure that each of the Holders of the Preferred Shares will 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 conversion of such Holder's Note, Preferred Shares such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note Preferred Shares as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NotePreferred Shares). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock Ordinary Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock Ordinary Shares is referred to herein as "“Organic Change." ” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 Ordinary Shares immediately theretofore acquirable and receivable upon the conversion of such Holder's ’s Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock Ordinary Shares which would have been acquirable and receivable upon the conversion of such Holder's ’s Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteNote set forth in Section 2(b) or otherwise). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in agreement(in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Mergeror Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic ChangeORGANIC CHANGE." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring EntityACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person 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 "Organic Change." Prior to the consummation of any (i) Organic Change sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holderholders of the Notes representing at least two thirds (2/3) to deliver to Holder in exchange for this Note, a security of the Conversion Amounts of the Notes then outstanding) that the Acquiring Entity evidenced will assume the obligations represented by a written instrument substantially similar in form and substance this Note (including, without limitation, the right to convert this Note, and reasonably satisfactory Note into the securities or assets issued to the Holderholders of the Common Stock in connection with such Organic Change). Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders holders of a majority at least two thirds (2/3) of the Conversion Amount of the Notes Amounts then outstanding) to ensure insure that each of the Holders holders of the Notes will 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 conversion of such Holderholder's Note, Notes such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holderholder's Note Notes as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteNotes). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale or transfer of all or substantially all of the Company's assets to another Person 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 "Organic Change.. " Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entityentity and which would not result in a Change of Control (as defined in Section 8(b)), the Company will secure from the Person purchasing such assets or the successor successor, or, if applicable, the parent of the successor, resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to (A) the Holderholders of at least 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures or shares of Common Stock received upon conversion of such Debentures) to deliver to Holder each holder of Outstanding Principal Amount of the Debentures in exchange for this Notesuch securities, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Notethe Debentures, including, without limitation, having a principal amount equal to the Outstanding Principal Amount and being of rank equal to the Debentures held by such holder, and reasonably satisfactory to (A) the Holderholders of at least 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures or shares of Common Stock received upon conversion of such Debentures. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to (A) the Holders holders of a majority at least 75% of the Conversion Outstanding Principal Amount of the Notes Debentures then outstandingoutstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures or shares of Common Stock received upon conversion of such Debentures) to ensure insure that each of the Holders holders of the Debentures will 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 conversion of such Holderholder's Note, Debentures such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holderholder's Note Debentures as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteDebentures). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. (a) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which that 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 "Organic ChangeORGANIC CHANGE." Prior to the consummation of any (i) Organic Change sale of all or substantially all of the Company's assets to an acquiring Person or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring EntityACQUIRING ENTITY") a written agreement (in form and substance reasonably satisfactory to the Holderholders representing a majority of the Notes then outstanding) to deliver to the Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, Note and reasonably satisfactory to the Holderholders representing a majority of the principal amount then outstanding under the Notes. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of holders representing a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders Holder will 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 Shares immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, this Note (without regard to any limitations on conversion) such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which Shares that would have been acquirable and receivable upon the conversion of such Holder's this Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the this Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Other Rights of Holders. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person 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 "“Organic Change." ” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will 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 conversion of such Holder's ’s Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's ’s Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteNote set forth in Section 2(b) or otherwise). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.