Common use of Preservation of Purchase Rights Upon Merger, Consolidation, etc Clause in Contracts

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, or other business combination transaction in which the Company is not the continuing or surviving corporation, or in case of any sale, transfer, or lease to another corporation of all or substantially all the property of the Company, the Company and such successor or purchasing corporation, as the case may be, will execute an agreement providing that each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant immediately prior thereto, to purchase upon exercise of each Warrant the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such consolidation, merger, sale, transfer, or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had such Warrant been exercised immediately prior thereto (provided that, to the extent that such Holder would have been so entitled to receive cash on account of such Warrant Shares, such Holder may elect in connection with the exercise of a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, however, that no adjustment in respect of dividends, interest, or other income on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4.5 will similarly apply to successive consolidations, mergers, sales, transfers, or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, or other business combination transaction in which consolidation of the Company is not with or merger of the continuing or surviving corporation, Company into another corporation or in case of any sale, transfer, transfer or lease to another corporation of all or substantially all the property of the Company, the Company and or such successor or purchasing corporation, as the case may be, will shall execute with each Holder an agreement providing (and shall not effect any such transaction in the absence of such an agreement) that each Holder will shall have the right thereafter, thereafter upon payment of an amount equal to the amount payable upon the exercise of a Warrant Price in effect immediately prior thereto, to such action to purchase upon exercise of each Warrant the kind and amount of securities or shares and other securities, cash and property that it which such Holder would have owned or would have been entitled to receive after giving effect to in connection with the happening of such consolidation, merger, sale, transfer, transfer or lease on account and as a result of the Warrant Shares that would have been purchasable upon the exercise of such Warrant subsequent transactions had such Warrant been exercised immediately prior thereto (provided that, to the extent that such Holder would have action and such consideration been so entitled to receive cash on account of such Warrant Shares, such Holder may elect in connection with the exercise of a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon held until such exercise); provided, however, that no adjustment in respect of dividends, interest, interest or other income on or from such shares or other securities or securities, cash and property will shall be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement will shall provide for adjustments that will adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4SECTION 11. The provisions of this Section 4.5 will SECTION 11.4 shall similarly apply to successive consolidations, mergers, sales, transfers, sales transfer or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, or other business combination transaction in which consolidation of the Company is not with or merger of the continuing or surviving corporation, Company into another corporation or in case of any sale, transfer, sale or lease transfer to another corporation entity in any one transaction or series of related transactions effected pursuant to a common plan of all or substantially all the property assets of the CompanyCompany (any such transaction, a "Company Sale"), the Company and or such successor or purchasing corporationsuccessor, as the case may be, will execute an agreement providing that each Holder C&A will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant the Option immediately prior thereto, to purchase upon exercise of each Warrant the Option in accordance with Section 2 the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such consolidation, merger, sale, transfer, or lease the Company Sale on account of the Warrant Option Shares that would have been purchasable upon the exercise of such Warrant the Option had such Warrant the Option been exercised immediately prior thereto thereto, provided that (provided that, a) to the extent that such Holder C&A would have been so entitled to receive cash on account of such Warrant Option Shares, such Holder C&A may elect in connection with the exercise of a Warrant the Option in accordance with Section 3.1 2.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, however, that (b) no adjustment in respect of dividends, interest, interest or other income on or from such shares or other securities or property will be made during the term of a Warrant the Option or upon the exercise of a Warrantthe Option, and (c) nothing herein will diminish or otherwise affect the provisions of Sections 7.3 and 7.4. Such agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 43. The provisions of this Section 4.5 3.3 will similarly apply to successive consolidations, mergers, sales, sales or transfers, or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ---------------------------------------------------------------- case of any consolidation, merger, or other business combination transaction in which the Company is not the continuing or surviving corporation, or in case of any sale, transfer, or lease to another corporation of all or substantially all the property of the Company, the Company and such successor or purchasing corporation, as the case may be, will execute an agreement providing that each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant immediately prior thereto, to purchase upon exercise of each Warrant the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such consolidation, merger, sale, transfer, or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had such Warrant been exercised immediately prior thereto (provided -------- that, to the extent that such Holder would have been so entitled to receive cash on account of such Warrant Shares, such Holder may elect in connection with the exercise of a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, -------- however, that no adjustment in respect of dividends, interest, or other income ------- on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4.5 will similarly apply to successive consolidations, mergers, sales, transfers, or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, consolidation of the company with or other business combination transaction in which merger of the Company is not the continuing or surviving corporation, into another person or in case of any sale, transfer, transfer or lease to another corporation person of all or substantially all the property of the Company, the Company and or such successor or purchasing corporationperson, as the case may be, will execute an agreement providing shall agree (and such merger, consolidation or transfer of assets shall not be consummated without such agreement) that each Holder will shall have the right thereafter, thereafter upon payment of an amount equal to the amount payable upon the exercise of a Warrant Exercise Price in effect immediately prior thereto, to such action to purchase upon exercise of each this Warrant the kind and amount of securities or shares and other securities, cash and other property that it which he would have owned or have been entitled to receive after giving effect to the happening of such consolidation, merger, sale, transfer, transfer or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had such this Warrant been exercised immediately prior thereto to such action (provided thatthat if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Company, then for the purpose of this Section 4, the kind and amount of securities, cash and other property receivable upon exercise of this Warrant immediately after such consolidation, merger, sale or transfer shall be the kind and amount so receivable per share by a majority of the holders of Common Stock), and if the successor or purchasing person is not a corporation, such person shall provide appropriate tax indemnification with respect to such shares and other securities and property so that upon exercise of the extent that such Warrant, the Holder would have been so entitled to receive cash on account of the same benefits it otherwise would have had if such Warrant Shares, such Holder may elect in connection with the exercise of successor or purchasing person were a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, however, that no adjustment in respect of dividends, interest, or other income on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrantcorporation. Such agreement will shall provide for adjustments that will adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4.5 will 4 and that such adjustments shall similarly apply to successive consolidations, mergers, sales, transfers, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, or other business combination transaction in which consolidation of the Company is not with or merger of the continuing or surviving corporation, Company into another corporation or in case of any sale, transfer, transfer or lease to another corporation of all or substantially all the property of the Company, the Company and or such successor or purchasing corporation, as the case may be, will execute an agreement providing that each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant immediately prior thereto, to purchase upon exercise of each Warrant the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such consolidation, merger, sale, transfer, transfer or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had such Warrant been exercised immediately prior thereto (provided that, to the extent that such Holder would have been so entitled to receive cash on account of such Warrant Shares, such Holder may elect in connection with the exercise of a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, however, that no adjustment in respect of dividends, interest, interest or other income on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4.5 will similarly apply to successive consolidations, mergers, sales, transfers, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ---------------------------------------------------------------- case of any consolidation, merger, or other business combination transaction in which consolidation of the Company is not with or merger of the continuing or surviving corporation, Company into another entity or in case of any sale, transfer, transfer or lease to another corporation entity of all or substantially all the property of the Company, the Company and such or the successor or purchasing corporationentity, as the case may be, will execute an agreement providing that each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant immediately prior thereto, to purchase upon exercise of each Warrant the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such the consolidation, merger, sale, transfer, transfer or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such the Warrant had such the Warrant been exercised immediately prior thereto (provided that, to the extent that such the Holder would have been so entitled to receive cash on account of such the Warrant Shares, such the Holder may elect in connection with the exercise of a Warrant in accordance with Section 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); provided, however, that no adjustment in respect of dividends, interest, interest or other income on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrant. Such The agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4.5 will similarly apply to successive consolidations, mergers, sales, transfers, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation, merger, or other business combination transaction in which consolidation of the Company is not with or merger of the continuing or surviving corporation, Company into another corporation or in case of any sale, transfer, transfer or lease to another corporation of all or substantially all the property of the Company, the Company and or such successor or purchasing corporation, as the case may be, will execute an agreement providing that each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of a Warrant immediately prior thereto, to purchase upon exercise of each Warrant the kind and amount of securities or property that it would have owned or have been entitled to receive after giving effect to such consolidation, merger, sale, transfer, transfer or lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had such Warrant been exercised immediately prior thereto (provided PROVIDED that, to the extent that such Holder would have been so entitled to receive cash on account of such Warrant Shares, such Holder may elect in connection with the exercise of a Warrant in accordance with Section SECTION 3.1 to reduce the amount of cash that it would be entitled to receive upon such exercise in exchange for a corresponding reduction in the amount payable upon such exercise); providedPROVIDED, howeverHOWEVER, that no adjustment in respect of dividends, interest, interest or other income on or from such shares or other securities or property will be made during the term of a Warrant or upon the exercise of a Warrant. Such agreement will provide for adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section SECTION 4. The provisions of this Section SECTION 4.5 will similarly apply to successive consolidations, mergers, sales, transfers, transfers or leases.