Common use of Preservation of Purchase Rights upon Merger or Consolidation Clause in Contracts

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to such action to purchase, upon exercise of the Warrants, 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, merger, sale or conveyance had the Warrants been exercised immediately prior to such action. In the event of a triangular merger 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 shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this subsection 8.3 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 8 hereof. The provisions of this subsection 8.3 shall similarly apply to successive consolidations, mergers, sales or conveyances.

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 9.1 hereof) to purchase upon exercise of each Warrant (and in lieu of the Common Stock issuable upon exercise of the Warrants, Warrant) the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof9. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 9.4 shall similarly apply to successive consolidationsconsolidations or mergers. The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. In the event of any conflict between Section 9.4 and Section 9.1(i), mergers, sales or conveyances.Section 9.1(i) shall prevail. 9.5

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, providing that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 8.1 hereof) to purchase upon exercise of the Warrants, each Warrant the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof8. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgement and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 8.4 shall similarly apply to successive consolidations, consolidations or mergers, sales . The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or conveyances.amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Company and the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action to purchase, purchase upon exercise of the Warrants, each Warrant the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action, subject to obtaining any required governmental approvals or making any required governmental filings. In The Company shall at its sole expense request the event Warrant Agent to mail by first class mail, postage prepaid, to each Holder notice of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date execution of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof8. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection Section 8.3 shall similarly apply to successive consolidationsconsolidations or mergers. The Company and the Warrant Agent shall each be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. If this Section 8.3 applies, mergersparagraphs (a), sales or conveyances(b), (c) and (d) of Section 8.1 do not apply. SECTION 9.

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 9.1 hereof) to purchase upon exercise of the Warrants, each Warrant the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof9. In addition, the Company shall not merge or consolidate with or into any other entity unless the successor entity (if not the Company) shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 9.4 shall similarly apply to successive consolidations, consolidations or mergers, sales . The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or conveyancesamount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement.

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 9.1 hereof) to purchase upon exercise of each Warrant (and in lieu of the Common Stock issuable upon exercise of the Warrants, Warrant) the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof9. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 9.4 shall similarly apply to successive consolidationsconsolidations or mergers. The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement. In the event of any conflict between Section 9.4 and Section 9.1(i), mergers, sales or conveyancesSection 9.1(i) shall prevail.

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant applicable Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 8.1 hereof) to purchase upon exercise of the Warrants, each Warrant the kind and amount of shares and other securities and property which it (including cash) that such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof8. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 8.4 shall similarly apply to successive consolidations, consolidations or mergers, sales . The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or conveyancesamount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement.

Preservation of Purchase Rights upon Merger or Consolidation. In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property, assets or business of the Company as an entirety or substantially as an entiretyentity, the Company or such successor or purchasing corporation, as the case may be, entity shall execute with and deliver to the Warrantholder Warrant Agent an agreement agreement, which shall be binding on the Holders, that the Warrantholder each Holder shall have the right thereafter upon payment of the Warrant Exercise Price in effect immediately prior to such action (after giving effect to purchase, any applicable adjustments under Section 9.1 hereof) to purchase upon exercise of each Warrant (and in lieu of the Common Stock issuable upon exercise of the Warrants, Warrant) the kind and amount of shares and other securities and property (including cash) which it such Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale consolidation or conveyance merger had the Warrants such Warrant been exercised immediately prior to such action. In The Company shall at its sole expense mail by first class mail, postage prepaid, to each Holder notice of the event execution of a triangular merger in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of any such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrant which entitles the holder thereof to purchase upon its exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such mergeragreement. Any such agreements referred to in this subsection 8.3 Such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable substantially identical to the adjustments provided for in this Section 8 hereof9. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Warrant Agent in its sole judgment and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection 8.3 Section 9.4 shall similarly apply to successive consolidations, consolidations or mergers, sales . The Warrant Agent shall be under a good faith duty and responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or conveyancesamount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement.