Common use of Recapitalizations, Mergers, Etc Clause in Contracts

Recapitalizations, Mergers, Etc. In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall be recapitalized by reclassifying its outstanding Common Stock, (other than a change in par value to no par value), or the corporation or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation’s property and assets to any other corporation or corporations (any such other corporations being included within the meaning of the term “successor corporation” hereinbefore used in the event of any consolidation or merger of any such other corporation with, or the sale of all or substantially all of the property of any such other corporation to, another corporation or corporations), then, as a condition of such recapitalization, consolidation, merger or conveyance, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to purchase, upon the basis and on the terms and conditions specified in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to, or in exchange for, the number of Warrant Shares theretofore purchasable upon the exercise of this Warrant, had such recapitalization, consolidation, merger, or conveyance not taken place; and in any such event, the rights of the Warrant Holder to any adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant, as herein provided, shall continue and be preserved in respect of any stock which the Warrant Holder becomes entitled to purchase.

Recapitalizations, Mergers, Etc. In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall be recapitalized by reclassifying its outstanding Common Stock, (other than a change in par value to no par value), or the corporation or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation’s 's property and assets to any other corporation or corporations (any such other corporations being included within the meaning of the term “"successor corporation” " hereinbefore used in the event of any consolidation or merger of any such other corporation with, or the sale of all or substantially all of the property of any such other corporation to, another corporation or corporations), then, as a condition of such recapitalization, consolidation, merger or conveyance, lawful and adequate provision shall be made whereby the holder of this Warrant shall thereafter have the right to purchase, upon the basis and on the terms and conditions specified in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to, or in exchange for, the number of Warrant Shares theretofore purchasable upon the exercise of this Warrant, had such recapitalization, consolidation, merger, or conveyance not taken place; and in any such event, the rights of the Warrant Holder to any adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant, as herein provided, shall continue and be preserved in respect of any stock which the Warrant Holder becomes entitled to purchase.

Recapitalizations, Mergers, Etc. In casethe event that the Committee determines, prior in its discretion, that any stock dividend, extraordinary cash dividend, creation of a class of equity securities, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below fair market value, or other similar transaction affects the expiration Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available hereunder, then the Committee, subject to any limitation required under the Code, shall equitably adjust either or both of (i) the number and kind of shares subject to this Warrant by Option and (ii) the exercise or by its termsprice with respect to this Option, and if considered appropriate, the Company Committee may make provision for a cash payment with respect to this Option, provided that the number of shares subject to this Option shall always be recapitalized by reclassifying its outstanding Common Stock, (other than a change in par value to no par value), or the corporation or a successor corporation shall consolidate or merge with or convey all or substantially all of its or of any successor corporation’s property and assets to any other corporation or corporations (any such other corporations being included within the meaning of the term “successor corporation” hereinbefore used in whole number. In the event of any a consolidation or merger of any such other corporation withthe Company with another corporation, or the sale or exchange of all or substantially all of the assets of the Company, or a reorganization or liquidation of the Company, the Optionholder shall be entitled to receive upon exercise and payment in accordance with the terms of this Option the same shares, securities or property of any such other corporation to, another corporation or corporations), then, as a condition he would have been entitled to receive upon the occurrence of such recapitalizationevent if he had been, consolidationimmediately prior to such event, merger or conveyance, lawful and adequate provision shall be made whereby the holder of the number of shares of Common Stock purchasable under this Warrant Option, or if another corporation shall thereafter have be the right to purchasesurvivor, upon the basis and on the terms and conditions specified in this Warrantsuch corporation shall substitute therefor substantially equivalent shares, securities or property of such other corporation; provided, however, that in lieu of the Warrant Shares foregoing the Committee may upon written notice to the Optionholder provide that this Option shall terminate on a date not less than twenty (20) days after the date of such notice unless theretofore purchasable upon the exercise of this Warrant, exercised. In connection with such shares of stock, securities or assets as may be issued or payable with respect to, or in exchange fornotice, the number of Warrant Shares theretofore purchasable upon the Committee may in its discretion accelerate or waive any deferred exercise of this Warrant, had such recapitalization, consolidation, merger, or conveyance not taken place; and in any such event, the rights of the Warrant Holder to any adjustment in the number of Warrant Shares purchasable upon the exercise of this Warrant, as herein provided, shall continue and be preserved in respect of any stock which the Warrant Holder becomes entitled to purchaseperiod.