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 of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 7.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 7.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of connection with any consolidation of the Company with with, or amalgamation or merger of the Company into with or into, another entity corporation (including, without limitation, pursuant to a "takeover bid", "tender offer" or other acquisition of all or substantially all of the outstanding Common Shares, but excluding any transaction described under section 4.1(a) above) or in case of any sale sale, transfer or conveyance lease to another entity corporation of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCompany, the Company or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale sale, transfer or conveyance lease had the Warrants such Warrant been exercised immediately prior thereto. In to such action, and the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right Warrantholder shall be bound to purchase Shares under the Warrants shall terminate on the date of accept such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property in lieu of the Common Shares to which it would have been entitled to receive had was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the Warrants been exercised immediately prior to such mergerterm of a Warrant or upon the exercise of a Warrant. Any such agreements referred to in this subsection 7.4 agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis Exhibit "A". The provisions of this subsection 7.4 section 4 shall similarly apply to successive consolidations, mergers, sales amalgamation, sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of any consolidation of the Company with or merger of the Company into another entity corporation or in case of any sale sale, transfer or conveyance lease to another entity corporation of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCompany, the Company or such successor or purchasing entitycorporation, as the case may be, shall will execute with the Warrantholder an agreement providing that the Warrantholder shall each Holder will have the right thereafter, upon payment of an amount equal to the amount payable upon the exercise of the Warrants and payment of the a Warrant Price in effect immediately prior to such consolidation, merger or salethereto, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and or property which that it would have owned or have been entitled to receive after the happening of giving effect to such consolidation, merger, sale sale, transfer or conveyance lease on account of the Warrant Shares that would have been purchasable upon the exercise of such Warrant had the Warrants such Warrant been exercised immediately prior thereto. In thereto (provided that, to the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of extent that such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it Holder would have been so entitled to receive had cash on account of such Warrant Shares, such Holder may elect in connection with the Warrants been exercised immediately prior 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 mergerexercise 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. Any such agreements referred to in this subsection 7.4 shall Such agreement will provide for adjustments, which shall adjustments that will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event4. The provisions of this subsection 7.4 shall Section 4.5 will similarly apply to successive consolidations, mergers, sales sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. (a) In ------------------------------------------------------------------- case of connection with any consolidation of the Company with with, or amalgamation or merger of the Company into with or into, another entity corporation (including, without limitation, pursuant to a "takeover bid", "tender offer" or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale sale, transfer or conveyance lease to another entity corporation of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCompany, the Company or such successor or purchasing entity, as acquiring corporation (if other than the case may be, Company) shall execute with expressly assume the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon exercise due and punctual observance and performance of the Warrants each and payment every covenant and condition of the Warrant Price in effect immediately prior Certificate to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such consolidation, merger or sale, modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to purchase the kind and amount provide for adjustments of shares and other securities and property Common Shares for which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 7.4 shall provide for adjustments, are exercisable which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereofthis Article 4; (b) For purposes of this Article 4, "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 contain substantially 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 same terms, conditions arrival of a specified date or the happening of a specified event and provisions as are contained herein immediately prior any warrants or other rights to subscribe for or purchase any such event. stock. (c) The provisions of this subsection 7.4 Article 4 shall similarly apply to successive consolidations, mergers, sales amalgamation, sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of any consolidation of the Company Scios with or merger of the Company Scios into another corporation or other entity or in case of any sale sale, transfer or conveyance lease to another corporation or other entity of the property, assets or business of the Company as an entirety all or substantially as an entiretyall the property of Scios, the Company Scios or such successor or purchasing corporation or other entity, as the case may be, shall will, at its option, (i) if any Increment has vested, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) execute with the Warrantholder PharmaBio an agreement that the Warrantholder shall PharmaBio will have the right thereafter, upon exercise vesting of the Warrants any Increment and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities and property which it PharmaBio would have owned or have been entitled to receive after the happening of such consolidation, merger, sale sale, transfer or conveyance lease had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants this Warrant Agreement been exercised immediately prior to such mergeraction, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property will be made during the term of this Warrant Agreement or upon the exercise of this Warrant Agreement. Any such agreements referred to in this subsection 7.4 shall agreement executed under Subsection 8(b)(ii) or (iii) will provide for adjustments, which shall will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event8. The provisions of this subsection 7.4 shall Subsection 8(b) will similarly apply to successive consolidations, mergers, sales sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of connection with any consolidation of the Company with Corporation with, or amalgamation, arrangement or merger of the Company into Corporation with or into, another entity corporation or trust (including, without limitation, pursuant to a “takeover bid”, “tender offer” or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale sale, transfer or conveyance lease to another entity corporation or trust of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCorporation, the Company Corporation or such successor or purchasing entitycorporation or trust, as the case may be, shall execute with the Warrantholder an agreement or issue an instrument providing a right such that the Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, arrangement, merger, sale sale, transfer or conveyance lease had the Warrants such Warrant been exercised immediately prior thereto. In to such action, and the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right Warrantholder shall be bound to purchase Shares under the Warrants shall terminate on the date of accept such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property in lieu of the Common Shares to which it would have been entitled to receive had was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the Warrants been exercised immediately prior to such mergerterm of a Warrant or upon the exercise of a Warrant. Any such agreements referred to in this subsection 7.4 agreement or instrument shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis Schedule “A”. The provisions of this subsection 7.4 section 4 shall similarly apply to successive consolidations, mergers, sales amalgamations, arrangements, sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of connection with any consolidation of the Company with Corporation with, or amalgamation or merger of the Company into Corporation with or into, another entity corporation (including, without limitation, pursuant to a “takeover bid”, “tender offer” or other acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale sale, transfer or conveyance lease to another entity corporation of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCorporation, the Company Corporation or such successor or purchasing entitycorporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale sale, transfer or conveyance lease had the Warrants such Warrant been exercised immediately prior thereto. In to such action, and the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right Warrantholder shall be bound to purchase Shares under the Warrants shall terminate on the date of accept such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property in lieu of the Common Shares to which it would have been entitled to receive had was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property shall be made during the Warrants been exercised immediately prior to such mergerterm of a Warrant or upon the exercise of a Warrant. Any such agreements referred to in this subsection 7.4 agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis Schedule “A”. The provisions of this subsection 7.4 Article 4 shall similarly apply to successive consolidations, mergers, sales amalgamation, sales, transfers or conveyancesleases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of any consolidation of the Company with or merger of the Company into another entity or in case of any sale or conveyance to another entity of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing entity, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon exercise of the Warrants and payment of the Warrant Price in effect immediately prior to such consolidation, merger or sale, to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 7.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this subsection 7.4 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of connection with any consolidation of the Company Corporation with, or amalgamation, arrangement, merger or any other business combination of the Corporation with or merger into, another corporation or corporations (including, without limitation, pursuant to a takeover bid, tender offer or other acquisition of all or substantially all of the Company into another entity outstanding Shares) or in case of any sale sale, transfer or conveyance lease to another entity corporation of all or substantially all the property of the property, assets or business of the Company as an entirety or substantially as an entiretyCorporation, the Company Corporation or such successor or purchasing entitycorporation, as the case may be, shall will execute with the Warrantholder Holder an agreement that the Warrantholder shall Holder will have the right thereafter, upon exercise of the Warrants and payment of the Warrant Exercise Price in effect immediately prior to such consolidation, merger or saleaction, to purchase upon exercise of each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, arrangement, business combination merger, sale sale, transfer or conveyance lease had the Warrants such Warrant been exercised immediately prior thereto. In to such action, and the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), in which the Company is the surviving corporation, the right Holder will be bound to purchase Shares under the Warrants shall terminate on the date of accept such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property in lieu of the Shares to which it would have been entitled to receive had was previously entitled; provided, however, that no adjustment in respect of dividends, interest or other income on or from such shares or other securities and property will be made during the Warrants been exercised immediately prior to such mergerterm of a Warrant or upon the exercise of a Warrant. Any such agreements referred to in this subsection 7.4 shall agreement will provide for adjustments, which shall will be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such eventthis Schedule “A”. The provisions of this subsection 7.4 shall Section 4.5 will similarly apply to successive consolidations, mergers, sales amalgamations, arrangements, business combinations, sales, transfers or conveyancesleases.