Common use of PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC Clause in Contracts

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company shall be changed into or exchanged for securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Common Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, (A) upon the consummation of a Triggering Event described in clauses (a) or (c) of the definition thereof (but not clauses (b) or (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, instead of receiving such consideration to which such Xxxxxx would have been entitled upon exercise of this Warrant, elect to receive an amount in cash equal to the value of this Warrant immediately after the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies to the value of the Warrant immediately prior to the consummation of the Triggering Event. The provisions of this Section 2c shall similarly apply to successive Triggering Events, but the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrant.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company shall be changed with or merger of the Company into another corporation or exchanged for securities in case of any other Person sale, transfer or cash or any other property, or (c) transfer lease to another corporation of all or substantially all the property of its properties the Company, the Company or assets such successor or purchasing corporation, as the case may be, shall execute with the Warrant Agent an agreement that (i) each Holder shall have the right thereafter upon payment of the Warrant Price in effect immediately prior to any such action to purchase upon exercise of each Warrant the kind and amount of shares and other Personsecurities and property (including cash) which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action, or (dii) effect a capital reorganization or reclassification of its Common Stock, then, and in the case event that all of the property to which a Holder would be entitled to receive in such an action had such Warrant been exercised immediately prior to such action is cash, then upon surrender of a certificate representing Warrants each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at cash in the Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu amount of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, difference between the securities, cash and property to amount which such Holder would have paid to exercise such Warrants in full at the Warrant Price in effect immediately prior to such action and the amount of cash which he would have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had such Warrant been exercised immediately prior to such action; 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 term of a Warrant or upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right exercise of a shareholder Warrant. The Company shall mail by first class mail, postage prepaid, to elect each Holder, notice of the type execution of consideration it will receive upon a Triggering Event)any such agreement. Such agreement shall provide for adjustments, subject to adjustments (subsequent to such corporate action) which shall be as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere in this Section 4; provided, however, (A) upon the consummation of a Triggering Event described in clauses (a) or (c) of the definition thereof (but not clauses (b) or (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, instead of receiving such consideration to which such Xxxxxx would have been entitled upon exercise of this Warrant, elect to receive an amount in cash equal to the value of this Warrant immediately after the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies to the value of the Warrant immediately prior to the consummation of the Triggering Event10. The provisions of this Section 2c 10.06 shall similarly apply to successive Triggering Eventsconsolidations, but mergers, sales, transfers or leases. The Warrant Agent shall be under no duty or responsibility to determine the payment correctness of any Black-Scholes amount pursuant provisions contained in any such agreement relating to the foregoing sentence 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 result be entitled to rely upon the provisions contained in the termination of this Warrantany such agreement.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company shall be changed with or merger of the Company into another corporation or exchanged for securities other entity or in case of any sale, lease, conveyance or other Person transfer to another corporation, person or cash or any other entity of the property, assets or (c) transfer all business of the Company as an entirety or substantially all of its properties as an entirety, the Company or assets to any such successor or purchasing corporation, person or other Personentity, or (d) effect a capital reorganization or reclassification of its Common Stockas the case may be, thenshall execute with the Warrantholder, and the agreements governing such consolidation, merger, sale, lease, conveyance or other transfer shall require such execution of, an agreement that the Warrantholder shall have the right thereafter upon payment of the Warrant Price in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventevent, upon exercise of the Warrants, to receive at the Exercise Price in effect at kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the time happening of such consolidation, merger, sale, lease, conveyance or other transfer had the Warrants (and each underlying security) been exercised immediately prior to such action. The Company shall promptly mail to each Warrantholder by first class mail, postage prepaid, notice of the consummation execution of any such agreement. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which the Company is the surviving corporation, the right to purchase shares of Warrant Stock under the Warrants shall terminate on the date of such Triggering Event in lieu merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants its warrants which entitle the holders thereof to purchase upon exercise the kind and amount of shares and other securities and property which such holders would have owned or been entitled to receive had the Common Stock issuable upon such exercise of this Warrant Warrants been exercised immediately prior to such Triggering Eventmerger. Any such agreements referred to in this subsection 8.3 shall provide for adjustments, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) shall be as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere in Section 8 hereof, and shall provide for terms and provisions at least as favorable to the Warrantholder as those contained in this Section 4; provided, however, (A) upon the consummation of a Triggering Event described in clauses (a) or (c) of the definition thereof (but not clauses (b) or (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, instead of receiving such consideration to which such Xxxxxx would have been entitled upon exercise of this Warrant, elect to receive an amount in cash equal to the value of this Warrant immediately after the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies to the value of the Warrant immediately prior to the consummation of the Triggering EventAgreement. The provisions of this Section 2c subsection 8.3 shall similarly apply to successive Triggering Eventsconsolidations, but the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrantmergers, sales, leases, conveyances or other transfers.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company shall be changed with or merger of the Company into another corporation or exchanged for securities in case of any other Person sale or cash or any other conveyance to another corporation of the property, assets or (c) transfer all business of the Company as an entirety or substantially all of its properties as an entirety (a “Business Combination Transaction”), the Company or assets to any other Personsuch successor or purchasing corporation, or (d) effect a capital reorganization or reclassification of its Common Stock, then, and in as the case of each such Triggering Eventmay be, proper provision shall be made so thatexecute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof exercisable at any time after or from time to time during the consummation remaining term of such Triggering Eventthe Warrant, to upon payment of the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event Business Combination Transaction (as the same may be adjusted thereafter pursuant to the adjustment provisions referenced below in lieu this section 8.3), to purchase the kind and number or amount of shares and other securities and property which the Common Stock issuable upon Warrantholder would have owned or have been entitled to receive immediately after the happening of such exercise of this Warrant consolidation, merger, sale or conveyance had the Warrants been exercised immediately prior to such Triggering EventBusiness Combination Transaction. In the event of a Business Combination Transaction that is implemented by means of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which the Company is the surviving corporation, the securitiesright to purchase Warrant Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, cash but only if the controlling corporation shall agree to substitute for the Warrants its warrants (the “Controlling Corporation Warrants”), which entitle each Warrantholder to purchase upon the exercise thereof, the kind and amount of shares and other securities and property to which such Holder the Warrantholder would have owned or been entitled upon to receive had the consummation of such Triggering Event if such Holder had Warrants been exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) merger. Any such agreements referred to in this subsection 8.3 shall provide for adjustments, which shall be as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere in this Section 4; provided, however, (A) upon the consummation of a Triggering Event described in clauses (a) or (c) of the definition thereof (but not clauses (b) or (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, instead of receiving such consideration to which such Xxxxxx would have been entitled upon exercise of this Warrant, elect to receive an amount in cash equal to the value of this Warrant immediately after the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies to the value of the Warrant immediately prior to the consummation of the Triggering Event8 hereof. The provisions of this Section 2c subsection 8.3 shall similarly apply to successive Triggering EventsBusiness Combination Transactions. The Company will not merge or consolidate with or into any other corporation or sell all or substantially all of its property to another corporation, but unless the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination provisions of this Warrantsection 8.3 are complied with.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Common Stock of the Company shall be changed into or exchanged for securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Common Stock, (,) then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Exercise Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 4; provided, however, (A) (1) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of cash or (2) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, (,) instead of receiving such consideration to which such Xxxxxx Holder would have been entitled upon exercise of this Warrant, elect to receive an amount in cash upon consummation of such Triggering Event equal to the value of this Warrant immediately after prior to the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies or (B) upon the consummation of a Triggering Event described in clauses (a), (b) or (c) of the definition thereof (but not clause (d) of such definition) in which the consideration payable does not trigger clause (A) of this sentence, the Holder at its option may(,) instead of receiving the consideration to which such Holder would have been entitled upon exercise of this Warrant, elect to receive an amount of such consideration with a value upon consummation of such Triggering Event equal to the value of the this Warrant immediately prior to the consummation of such Triggering Event calculated in accordance with the Triggering EventBlack-Scholes formula. The provisions of this Section 2c 4.4 shall similarly apply to successive Triggering Events, but the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrant.

PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION, CONSOLIDATION, ETC. In case At any time following the Company after the original issue date of this Warrant shall do any of the following (each, a “Triggering Event”): (a) consolidate or merge with or into any other Person and the Company shall not be the continuing or surviving legal entity as a result of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person butAgreement, in connection with such case of any consolidation or merger, any Common Stock of the Company shall be changed with or merger of the Company into another corporation or exchanged for securities other entity or in case of any sale, lease, conveyance or other Person transfer to another corporation, person or cash or any other entity of the property, assets or (c) transfer all business of the Company as an entirety or substantially all of its properties as an entirety, the Company or assets to any such successor or purchasing corporation, person or other Personentity, or (d) effect a capital reorganization or reclassification of its Common Stockas the case may be, thenshall execute with the Warrantholder, and the agreements governing such consolidation, merger, sale, lease, conveyance or other transfer shall require such execution of, an agreement that the Warrantholder shall have the right thereafter upon payment of the Warrant Price in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised effect immediately prior to such Triggering Eventevent, upon exercise of the Warrants, to receive at the Exercise Price in effect at kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the time happening of such consolidation, merger, sale, lease, conveyance or other transfer had the Warrants (and each underlying security) been exercised immediately prior to such action. The Company shall promptly mail to each Warrantholder by first class mail, postage prepaid, notice of the consummation execution of any such agreement. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which the Company is the surviving corporation, the right to purchase shares of Warrant Stock under the Warrants shall terminate on the date of such Triggering Event in lieu 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 Common Stock issuable upon such exercise of this Warrant Warrants been exercised immediately prior to such Triggering Eventmerger. Any such agreements referred to in this subsection 8.3 shall provide for adjustments, the securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) shall be as nearly equivalent as possible may be practicable to the adjustments provided for elsewhere in Section 8 hereof, and shall provide for terms and provisions at least as favorable to the Warrantholder as those contained in this Section 4; provided, however, (A) upon the consummation of a Triggering Event described in clauses (a) or (c) of the definition thereof (but not clauses (b) or (d) of such definition) in which the consideration payable consists of securities of a surviving entity that is not a public company with such securities registered pursuant to the Securities Exchange Act of 1934, as amended, or such securities are not listed or quoted on a U.S or Canadian national securities exchange, national automated quotation system or the OTC Bulletin Board, then in either case the Holder at its option may, instead of receiving such consideration to which such Xxxxxx would have been entitled upon exercise of this Warrant, elect to receive an amount in cash equal to the value of this Warrant immediately after the consummation of such Triggering Event calculated in accordance with the Black-Scholes formula as it applies to the value of the Warrant immediately prior to the consummation of the Triggering EventAgreement. The provisions of this Section 2c subsection 8.3 shall similarly apply to successive Triggering Eventsconsolidations, but the payment of any Black-Scholes amount pursuant to the foregoing sentence shall result in the termination of this Warrantmergers, sales, leases, conveyances or other transfers.