Common use of Reclassification, Consolidation, Merger or Mandatory Share Exchange Clause in Contracts

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At any time while the Series D Preferred Stock remains outstanding and any shares thereof have not been converted, in case of any reclassification or change of Outstanding Common Shares issuable upon conversion of the Series D Preferred Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon conversion of the Series D Preferred Stock) or in case of any consolidation, merger or mandatory share exchange of the Corporation with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Shares upon conversion of the Series D Preferred Stock), or in the case of any sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entirety, the Corporation, or such successor, resulting or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefor, execute a new Series D Preferred Stock providing that the Holder shall have the right to convert such new Series D Preferred Stock (upon terms and conditions not less favorable to the Holder than those in effect pursuant to the Series D Preferred Stock) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon conversion of the Series D Preferred Stock, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one Common Share issuable upon conversion of the Series D Preferred Stock had the Series D Preferred Stock been converted immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. The provisions of this Section 6.4 shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers.

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At If the Company, at any time while the Series D Preferred Stock remains outstanding this Warrant is unexpired and any shares thereof have not been converted, exercised in case of any reclassification full (i) reclassifies or change of changes its Outstanding Common Shares issuable upon conversion of the Series D Preferred Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities Outstanding Common Stock issuable upon conversion exercise of the Series D Preferred StockWarrant) or in case of any consolidation(ii) consolidates, merger merges or effects a mandatory share exchange of the Corporation with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation Company is a continuing corporation and which that does not result in any reclassification or changechange in its Outstanding Common Stock, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Shares Stock issuable upon conversion exercise of the Series D Preferred StockWarrant), or then in the case of any sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entiretysuch event, the CorporationCompany, or such successor, resulting or purchasing successor corporation, as the case may be, shall, without payment of any additional consideration therefortherefore, execute amend this Warrant or issue a new Series D Preferred Stock Warrant providing that the Warrant Holder shall have the right to convert such new Series D Preferred Stock (upon terms and conditions rights not less favorable to the Warrant Holder than those in effect pursuant then applicable to this Warrant and providing the Series D Preferred Stock) and right to receive upon exercise of such exerciseamended or new Warrant, in lieu of each share of Common Share Stock theretofore issuable upon conversion exercise of the Series D Preferred StockWarrant hereunder, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, merger or mandatory share exchange, sale or transfer by the holder of one share of Common Share Stock issuable upon conversion exercise of the Series D Preferred Stock Warrant had the Series D Preferred Stock Warrant been converted exercised immediately prior to such reclassification, change, consolidation, merger, merger or mandatory share exchange exchange. Such amended or sale or transfernew Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 6.4 subsection (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, mergers and mandatory share exchanges and sales and transfersexchanges.

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At If the Company, at any time while between the Series D Preferred Stock remains outstanding date of issuance of this Warrant and any shares thereof have not been convertedthe Effective Date (i) reclassifies or changes its Capital Shares or (ii) consolidates, in case of any reclassification merges or change of Outstanding Common Shares issuable upon conversion of the Series D Preferred Stock (other than effects a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon conversion of the Series D Preferred Stock) or in case of any consolidation, merger or mandatory share exchange of the Corporation with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation Company is a continuing corporation and which that does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Capital Shares issuable upon conversion exercise of the Series D Preferred Stockthis Protective Warrant), or then in any such event the case of any sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entirety, the CorporationCompany, or such successor, resulting successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefortherefore, execute amend this Protective Warrant or issue a new Series D Preferred Stock warrant providing that the Warrant Holder shall have the right to convert such new Series D Preferred Stock (upon terms and conditions rights not less favorable to the Holder holder than those in effect pursuant then applicable to the Series D Preferred Stock) this Protective Warrant and to receive upon exercise under such exerciseamendment of this Protective Warrant or new warrant, in lieu of each share of Common Share Stock theretofore issuable upon conversion exercise of the Series D Preferred Stockthis Protective Warrant hereunder, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one share of Common Share Stock issuable upon conversion exercise of the Series D Preferred Stock this Protective Warrant had the Series D Preferred Stock this Protective Warrant been converted exercised immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. Such amended warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this Section 6.4 6.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers.

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At any time while the Series D Preferred Stock this Note remains outstanding and any shares thereof have not been convertedunexpired, in case of any reclassification or change of Outstanding Common Shares issuable upon conversion of the Series D Preferred Stock this Note (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon conversion of the Series D Preferred Stockthis Note) or in case of any consolidation, merger or mandatory share exchange of the Corporation Issuer with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation Issuer is a continuing corporation and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Shares upon conversion of the Series D Preferred Stockthis Note), or in the case of any sale or transfer to another corporation of the property of the Corporation Issuer as an entirety or substantially as an entirety, the CorporationIssuer, or such successor, resulting successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefortherefore, execute a new Series D Preferred Stock Note providing that the Holder shall have the right to convert such new Series D Preferred Stock Note (upon terms and conditions not less favorable to the Holder than those in effect pursuant then applicable to the Series D Preferred Stockthis Note) and to receive upon such exercise, in lieu of each Common Share theretofore issuable upon conversion of the Series D Preferred Stockthis Note, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one Common Share issuable upon conversion of the Series D Preferred Stock this Note had the Series D Preferred Stock this Note been converted immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. The provisions of this Section 6.4 3.4 shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers.

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At If the Company, at any time while (a) between the Series D Preferred Stock remains outstanding Subscription Date and any shares thereof have not been converted, in case of any reclassification the Effective Date applicable to the Early Put or change of Outstanding Common Shares issuable upon conversion of the Series D Preferred Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result b) between each subsequent issuance of a subdivision Put Notice by the Company and the applicable Effective Date therefor (i) reclassifies or combination of outstanding securities issuable upon conversion of the Series D Preferred Stockchanges its Outstanding Capital Shares or (ii) consolidates, merges or in case of any consolidation, merger or effects a mandatory share exchange of the Corporation with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation Company is a continuing corporation and which that does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Capital Shares issuable upon conversion exercise of the Series D Preferred Stockthis Early Put Warrant), or then in any such event the case of any sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entirety, the CorporationCompany, or such successor, resulting successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefortherefore, execute amend this Early Put Warrant or issue a new Series D Preferred Stock warrant providing that the Warrant Holder shall have the right to convert such new Series D Preferred Stock (upon terms and conditions rights not less favorable to the Holder holder than those in effect pursuant then applicable to the Series D Preferred Stock) this Early Put Warrant 8 and to receive upon exercise under such exerciseamendment of this Early Put Warrant or new warrant, in lieu of each share of Common Share Stock theretofore issuable upon conversion exercise of the Series D Preferred Stockthis Early Put Warrant hereunder, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one share of Common Share Stock issuable upon conversion exercise of the Series D Preferred Stock this Early Put Warrant had the Series D Preferred Stock this Early Put Warrant been converted exercised immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. Such amended warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions of this Section 6.4 7a. shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers.

Reclassification, Consolidation, Merger or Mandatory Share Exchange. At If the Company, at any time while the Series D Preferred Stock remains outstanding this Warrant is unexpired and any shares thereof have not been converted, exercised in case of any reclassification full (i) reclassifies or change of changes its Outstanding Common Capital Shares issuable upon conversion of the Series D Preferred Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon conversion exercise of the Series D Preferred StockWarrant) or in case of any consolidation(ii) consolidates, merger merges or effects a mandatory share exchange of the Corporation with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Corporation Company is a continuing corporation and which that does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of a subdivision or combination of Outstanding Common Capital Shares issuable upon conversion exercise of the Series D Preferred Stock)Warrant) at any time while this Warrant is unexpired and not exercised in full, or then in any such event the case of any sale or transfer to another corporation of the property of the Corporation as an entirety or substantially as an entirety, the CorporationCompany, or such successor, resulting successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefortherefore, execute amend this Warrant or enter into a new Series D Preferred Stock Warrant providing that the Warrant Holder shall have the right to convert such new Series D Preferred Stock (upon terms and conditions rights not less favorable to the Holder holder than those in effect pursuant then applicable to the Series D Preferred Stock) this Warrant and to receive upon exercise under such exerciseamendment of this Warrant or new Warrant, in lieu of each share of Common Share Stock theretofore issuable upon conversion exercise of the Series D Preferred StockWarrant hereunder, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one share of Common Share Stock issuable upon conversion exercise of the Series D Preferred Stock Warrant had the Series D Preferred Stock Warrant been converted exercised immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. Such amended Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. The provisions of this Section 6.4 subsection (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers.