Common use of Reclassification, Consolidation, Merger or Sale of Assets Clause in Contracts

Reclassification, Consolidation, Merger or Sale of Assets. In case of (a) any reclassification, recapitalization or other change in the outstanding securities issuable upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), (b) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification, recapitalization or other change in the outstanding securities issuable upon exercise of this Warrant), or (c) any sale of all or substantially all of the assets of the Company, the Company or such successor or purchasing corporation, as the case may be, shall, in connection with such transaction, execute and deliver to the Holder a new Warrant (in a form identical in all material respects to this Warrant and without payment of any additional consideration therefor), providing that the Holder shall have the right to exercise such new Warrant and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets by a holder of an equivalent number of shares of Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization, change, consolidation, merger, or sale of assets. If the holders of the Common Stock may elect from choices the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets, then for the purpose of this Section 3.1 the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assets. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changes, consolidations, mergers or sales of all or substantially all of the Company's assets.

Reclassification, Consolidation, Merger or Sale of Assets. In case of (a) any reclassificationreclassification of Common Stock, recapitalization or other change in the outstanding securities issuable upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), (b) any consolidation of the Company with, or merger of the Company with or into, any other person, any merger of another person into another corporation the Company (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification, recapitalization conversion, exchange or other change in cancellation of outstanding shares of Common Stock of the outstanding securities issuable upon exercise of this WarrantCompany), or (c) any sale or transfer of all or substantially all of the assets of the Company, the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such successor or purchasing corporation, as transaction whereby the case may be, shall, in connection with such transaction, execute and deliver to the Holder a new Warrant (in a form identical in all material respects to this Warrant and without payment of any additional consideration therefor), providing that the Holder Kahoes shall have the right thereafter, during the period this Note shall be convertible hereunder, to exercise such new Warrant and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of convert this Warrant, Note only into the kind and amount of shares of stock, other securities, money cash and other property receivable upon such reclassification, recapitalization, change, consolidation, merger merger, sale, transfer or sale of assets share exchange by a holder of an equivalent the number of shares of Common Stock issuable upon exercise of the Company into which this Warrant had it Note might have been exercised converted immediately prior to such reclassification, recapitalization, change, consolidation, merger, sale, transfer or sale share exchange assuming such holder of assets. If the holders Common Stock of the Common Stock Company (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company, to which such sale or transfer was made or a party to such share exchange, as the case may elect from choices be ("CONSTITUENT PERSON"), or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind and or amount of shares of stock, other securities, money cash and other property receivable upon such reclassification, recapitalization, change, consolidation, merger merger, sale, transfer or sale of assets, then for the purpose of this Section 3.1 share exchange (provided that if the kind and or amount of shares of stock, other securities, money cash and other property receivable upon such reclassification, recapitalizationconsolidation, changemerger, sale, transfer or share exchange is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger merger, sale, transfer or sale of assets share exchange by each non-electing share shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made kind and amount so receivable per share by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assets. Such new Warrant shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3non-electing shares). The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changes, consolidations, mergers mergers, sales, transfers or sales of all or substantially all of the Company's assetsshare exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In case of (a) In the event that the Company shall be a party to any reclassificationtransaction or series of transactions constituting a Fundamental Change (as hereinafter defined), including, without limitation, (i) any recapitalization or other change in reclassification of the outstanding securities issuable upon exercise of this Warrant Common Stock (other than a change in par value or as a result of a subdivision or combinationcombination of the Common Stock), (bii) any consolidation of the Company with, or merger of the Company with or into, any other Person, any merger of another Person into another corporation the Company (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any a reclassification, recapitalization conversion, exchange or other change in the cancellation of outstanding securities issuable upon exercise shares of this WarrantCommon Stock), or (ciii) any sale or transfer of all or substantially all of the assets of the CompanyCompany or (iv) any compulsory share exchange pursuant to any of which holders of Common Stock shall be entitled to receive other securities, cash or other property or assets, then appropriate provision shall be made as part of the terms of such transaction or series of transactions so that the holders of each Security then outstanding shall have the right thereafter to convert such Security only into (A) if any such transaction does not constitute a Common Stock Fundamental Change (as hereinafter defined), the Company kind and amount of the securities, cash or other property or assets that would have been receivable upon such successor recapitalization, reclassification, consolidation, merger, sale, transfer or purchasing corporationshare exchange by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after, in the case of a Non-Stock Fundamental Change (as hereinafter defined), giving effect to any adjustment in the conversion price required by the provisions which follow in subparagraph (i) of Section 13.04(c), and (B) in the case of a Common Stock Fundamental Change (as hereinafter defined), common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions which follow in subparagraph (ii) of Section 13.04(c). The company formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Common Stock, as the case may be, shallshall enter into a supplemental indenture with the Trustee, satisfactory in connection with such transaction, execute and deliver form to the Holder a new Warrant (in a form identical in all material respects Trustee and executed and delivered to this Warrant and without payment of any additional consideration therefor), providing that the Holder shall have the right to exercise such new Warrant and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this WarrantTrustee, the kind provisions of which shall establish such right and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets by a holder of an equivalent number of shares of Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization, change, consolidation, merger, or sale of assets. If the holders of the Common Stock may elect from choices the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets, then for the purpose of this Section 3.1 the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assets. Such new Warrant shall provide for adjustments thatwhich, for events subsequent to the effective date of such new Warrantsupplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Article Thirteen. The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changesreclassifications, consolidations, mergers mergers, sales, transfers or sales of all or substantially all of the Company's assetsshare exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In case of the event that the Company shall be a party to any transaction (including without limitation (a) any reclassification, recapitalization or other change in reclassification of the outstanding securities issuable upon exercise of this Warrant Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company with or into, any other Person, any merger of another Person into another corporation the Company (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any a reclassification, recapitalization conversion, exchange or other change in cancellation of outstanding shares of Common Stock of the outstanding securities issuable upon exercise of this WarrantCompany), or (c) any sale or transfer of all or substantially all of the assets of the CompanyCompany or (d) any compulsory share exchange) (each of the events in the preceding clauses (a) through (d) being referred to as a "Company Transaction"), in each case, as a result of which shares of Common Stock shall be converted into the right to receive other securities, cash or other property, then the Company or the Person formed by such successor consolidation or purchasing corporationresulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall, in connection shall execute with such transaction, execute and deliver to the Holder Trustee a new Warrant (in a form identical in all material respects to this Warrant and without payment of any additional consideration therefor), supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter to exercise convert such new Warrant and procure upon Security only into (i) in the case of any such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of transaction other than a Common Stock theretofore issuable upon exercise of this WarrantFundamental Change, the kind and amount of shares of stock, other securities, money cash and other property receivable upon consummation of such reclassification, recapitalization, change, consolidation, merger or sale of assets Company Transaction by a holder of an equivalent the number of shares of Common Stock issuable upon exercise of this Warrant had it the Company into which such Security could have been exercised converted immediately prior to such reclassificationCompany Transaction, recapitalizationafter giving effect to any adjustment in the Applicable Conversion Price required by the provision of Section 13.07(a)(i), changeand (ii) in the case of a Company Transaction involving a Common Stock Fundamental Change, consolidation, merger, or sale of assets. If the holders common stock of the Common Stock may elect from choices the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets, then for the purpose of this Section 3.1 the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets shall be deemed to be the choice specified received by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known as a result of such Common Stock Fundamental Change in an amount determined pursuant to the Companyprovisions of Section 13.07(a)(ii). If Holders of the Holder fails Securities shall have no voting rights with respect to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assetsTransaction described in this Section 13.04. Such new Warrant supplemental indenture shall provide for adjustments that, for events subsequent to the effective date of such new Warrant, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Article XIII. The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changes, consolidations, mergers or sales of all or substantially all transactions of the Company's assetsforegoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In case of (a) any reclassificationreclassification of the Common Stock, recapitalization or other change in the outstanding securities issuable upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), (b) any consolidation of the Company with, or merger of the Company with or into, any other person, any merger of another person into another corporation the Company (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any reclassification, recapitalization conversion, exchange or other change in cancellation of outstanding shares of Common Stock of the outstanding securities issuable upon exercise of this WarrantCompany), or (c) any sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of this Warrant shall have the right thereafter, upon exercise of this Warrant, to receive only the amount of securities, cash and other prop erty receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company that the Holder of this Warrant would have been entitled to receive upon exercise immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange assuming such Holder of this Warrant(i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company, to which such sale or transfer was made or a party to such share exchange, as the case may be ("constituent person"), or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). The Company, the Company person formed by such consolidation or resulting from such successor merger or purchasing corporationwhich acquires such assets or which acquires the Company's shares, as the case may be, shall, shall make provisions in connection with its certificate or articles of incorporation or other constituent document to establish such transaction, execute and deliver to the Holder a new Warrant (in a form identical in all material respects to this Warrant and without payment of any additional consideration therefor), providing that the Holder shall have the right to exercise such new Warrant and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets by a holder of an equivalent number of shares of Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization, change, consolidation, merger, or sale of assets. If the holders of the Common Stock may elect from choices the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets, then for the purpose of this Section 3.1 the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assetsright. Such new Warrant certificate or articles of incorporation or other constituent document shall provide for adjustments thatwhich, for events subsequent to the effective date of such new Warrantcertificate or articles of in Company or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 39.2. The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changes, consolidations, mergers mergers, sales, transfers or sales of all or substantially all of the Company's assetsshare exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In case of (a) In the event that the Company shall be a party to any reclassificationtransaction or series of transactions constituting a Fundamental Change (as hereinafter defined), including, without limitation, (i) any recapitalization or other change in reclassification of the outstanding securities issuable upon exercise of this Warrant Common Stock (other than a change in par value or as a result of a subdivision or combinationcombination of the Common Stock), (bii) any consolidation of the Company with, or merger of the Company with or into, any other Person, any merger of another Person into another corporation the Company (other than a merger with another corporation in which the Company is the surviving corporation and which does not result in any a reclassification, recapitalization conversion, exchange or other change in the cancellation of outstanding securities issuable upon exercise shares of this WarrantCommon Stock), or (ciii) any sale or transfer of all or substantially all of the assets of the CompanyCompany or (iv) any compulsory share exchange pursuant to any of which holders of Common Stock shall be entitled to receive other securities, cash or other property or assets, then appropriate provision shall be made as part of the terms of such transaction or series of transactions so that the holders of each Security then outstanding shall have the right thereafter to convert such Security only into (A) if any such transaction does not constitute a Common Stock Fundamental Change (as hereinafter defined), the Company kind and amount of the securities, cash or other property or assets that would have been receivable upon such successor recapitalization, reclassification, consolidation, merger, sale, transfer or purchasing corporationshare exchange by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after, in the case of a Non-Stock Fundamental Change (as hereinafter 91 -83- defined), giving effect to any adjustment in the conversion price required by the provisions which follow in subparagraph (i) of Section 13.04(c), and (B) in the case of a Common Stock Fundamental Change (as hereinafter defined), common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions which follow in subparagraph (ii) of Section 13.04(c). The company formed by such consolidation or resulting from such merger or which acquires such assets or which acquires the Common Stock, as the case may be, shallshall enter into a supplemental indenture with the Trustee, satisfactory in connection with such transaction, execute and deliver form to the Holder a new Warrant (in a form identical in all material respects Trustee and executed and delivered to this Warrant and without payment of any additional consideration therefor), providing that the Holder shall have the right to exercise such new Warrant and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the shares of Common Stock theretofore issuable upon exercise of this WarrantTrustee, the kind provisions of which shall establish such right and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets by a holder of an equivalent number of shares of Common Stock issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, recapitalization, change, consolidation, merger, or sale of assets. If the holders of the Common Stock may elect from choices the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets, then for the purpose of this Section 3.1 the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, recapitalization, change, consolidation, merger or sale of assets shall be deemed to be the choice specified by the Holder, which specification shall be made by the Holder no later than the date upon which the holders of Common Stock are required to make their specification known to the Company. If the Holder fails to make any specification, the Holder's choice shall be deemed to be whatever choice is made by a plurality of holders of Common Stock not affiliated with the Company or the other person to the consolidation, merger or sale of assets. Such new Warrant shall provide for adjustments thatwhich, for events subsequent to the effective date of such new Warrantsupplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Article Thirteen. The above provisions of this Section 3.1 shall similarly apply to successive reclassifications, recapitalizations, changesreclassifications, consolidations, mergers mergers, sales, transfers or sales of all or substantially all of the Company's assetsshare exchanges.