Common use of Proper Provision Clause in Contracts

Proper Provision. Notwithstanding anything contained ---------------- herein to the contrary, the Company will not effect any capital reorganization or reclassification of outstanding shares of Common Stock or any Corporate Transaction unless, prior to the consummation thereof, (a) proper provision is made to ensure that the Holder will be entitled to receive the benefits afforded by this Section 11 and (b) if, following such capital reorganization or reclassification of outstanding shares of Common Stock or Corporate Transaction, one or more entities other than the Company shall be required to deliver securities or other property upon exercise of the Warrant, such entity or entities shall assume, by written instrument delivered to Holder, the obligation to deliver to Holder the securities and property to which, in accordance with the foregoing provisions, Holder is entitled. As used herein, "Corporate Transaction" shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or Person (as hereinafter defined), or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the Company's voting power immediately after such consolidation, merger or reorganization, (ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred to one or more affiliated Persons, or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company. A "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Proper Provision. Notwithstanding anything contained ---------------- herein to the contrary, the Company will not effect any capital reorganization or reclassification of outstanding shares of Common Stock or any Corporate Transaction unless, prior to the consummation thereof, (a) proper provision is made to ensure that the Holder will be entitled to receive the benefits afforded by this Section 11 and (b) if, following such capital reorganization or reclassification of outstanding shares of Common Stock or Corporate Transaction, one or more entities other than the Company shall be required to deliver securities or other property upon exercise of the Warrant, such entity or entities shall assume, by written instrument delivered to Holder, the obligation to deliver to Holder the securities and property to which, in accordance with the foregoing provisions, Holder is entitled. As used herein, "Corporate Transaction" shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or Person (as hereinafter defined), or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the Company's voting power immediately after such consolidation, merger or reorganization, (ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred to one or more affiliated Personstransferred, or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company. A "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Proper Provision. Notwithstanding anything contained herein ---------------- herein to the contrary, the Company will not effect any capital reorganization or reclassification of outstanding shares of Common Stock or any Corporate Transaction unless, prior to the consummation thereof, (a) proper provision is made to ensure that the Holder will be entitled to receive the benefits afforded by this Section 11 and (b) if, following such capital reorganization or reclassification of outstanding shares of Common Stock or Corporate Transaction, one or more entities other than the Company shall be required to deliver securities or other property upon exercise of the Warrant, such entity or entities shall assume, by written instrument delivered to Holder, the obligation to deliver to Holder the securities and property to which, in accordance with the foregoing provisions, Holder is entitled. As used herein, "Corporate Transaction" shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or Person (as hereinafter defined), or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the Company's voting power immediately after such consolidation, merger or reorganization, (ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's =s voting power is transferred to one or more affiliated Persons, or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company. A "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Proper Provision. Notwithstanding anything contained ---------------- herein to ---------------- the contrary, the Company will not effect any capital reorganization or reclassification of outstanding shares of Common Stock or any Corporate Transaction unless, prior to the consummation thereof, (a) proper provision is made to ensure that the Holder will be entitled to receive the benefits afforded by this Section 11 and (b) if, following such capital reorganization or reclassification of outstanding shares of Common Stock or Corporate Transaction, one or more entities other than the Company shall be required to deliver securities or other property upon exercise of the Warrant, such entity or entities shall assume, by written instrument delivered to Holder, the obligation to deliver to Holder the securities and property to which, in accordance with the foregoing provisions, Holder is entitled. As used herein, "Corporate Transaction" shall mean (i) any consolidation or merger of the Company with or into any other corporation or other entity or Person (as hereinafter defined), or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization own less than fifty percent (50%) of the Company's voting power immediately after such consolidation, merger or reorganization, (ii) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company's voting power is transferred to one or more affiliated Personstransferred, or (iii) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company. A "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.