Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification reclassification, recapitalization, reorganization or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option)Warrant, or (iii) in case of any sale of all or transfer to another corporation substantially all of the property assets of the Company as an entirety or substantially as an entiretyCompany, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant, providing that the holder Holder of this Option Warrant shall have the right to exercise such suc h new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, recapitalization, reorganization, change, consolidation, merger, sale or transfermerger by a holder of one share of Common Stock. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 5. No consolidation or merger of Schedule A. the Company with or into another corporation referred to in the first sentence of this paragraph (a) shall be consummated unless the successor or purchasing corporation referred to above shall have agreed to issue a new Warrant as provided in this Section 5. The provisions of this subsection 1(a(a) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains the Warrants remain outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option the Warrants (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (iithe Warrants) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or changechange of rights of outstanding securities issuable upon exercise of the Warrants, other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optionthe Warrants), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrants providing that the holder holders of this Option the Warrants shall have the right to exercise such new Option Warrants (upon terms not less favorable to the holder holders than those then applicable to this Optionthe Warrants) and to receive upon such exercise, in lieu of each share of Common Stock or other security theretofore issuable upon exercise of this Optionthe Warrants, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidationconsolidation or merger by the holder of one share of Common Stock or other security issuable upon exercise of the Warrants had the Warrants been exercised immediately prior to such reclassification, change, consolidation or merger, sale or transfer. Such new Option Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a6(a) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities Common Stock issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation Company (other than a merger with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change, change other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities Common Stock issuable upon such conversion) the exercise rights of the holders of this Option), or Warrant shall be adjusted in the manner described below: (iii1) any sale or transfer to another corporation of In the property of event that the Company as an entirety or substantially as an entiretyis the surviving corporation, the CompanyWarrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the holder of this Warrant shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the holder of each share of Common Stock issuable upon such successor exercise had exercise occurred immediately prior to such reclassification, change, consolidation or purchasing corporationmerger. This Warrant (as adjusted) shall be deemed to provide for further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this clause (1) shall similarly apply to successive reclassifications, as changes, consolidations and mergers. (2) In the case may beevent that the Company is not the surviving entity, shall the surviving entity shall, without payment of any additional consideration therefor, execute a issue new Option Warrants, providing that upon exercise thereof the holder of this Option thereof shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, procure in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, Warrant the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidationconsolidation or merger by the holder of each share of Common Stock issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger, sale or transfer. Such new Option Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 3. The provisions of this subsection 1(aclause (2) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales . The Company shall not enter into any transaction subject to the provisions of this Section 3(a)(i)(2) unless the surviving entity in such transaction agrees in writing to issue new Warrants in accordance with the terms and transfersconditions of this Section 3(a)(i)(2) and comply with the terms and conditions of such new Warrants.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this the Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option Options shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of of: (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this Option), Warrant; (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification reclassification, change 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 exchange of outstanding securities issuable upon the exercise of this OptionWarrant), ; or (iii) any sale or transfer to another corporation of all, or substantially all, of the property of the Company as an entirety or substantially as an entiretyCompany, then, and in each such event, the Company, Company or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing Warrant of like form, tenor and effect and which will provide that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive purchase upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which Warrant shall be as nearly equivalent in all substantive respects as may be practicable to this Warrant and the adjustments provided for in this Section 1 of Schedule A. The Article III and the provisions of this subsection 1(a) Section 3.1, shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (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 the exercise of this OptionWarrant), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this OptionWarrant), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Warrant shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this the Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, changechange , consolidation, merger, sale or transfer. Such new Option Options shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 5A. The provisions of this subsection 1(aSection 5A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities Common Stock issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing the surviving corporation and which does not result in any reclassification or change, change other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities Common Stock issuable upon such conversion) the exercise rights of the Holder of this Option), or Warrant shall be adjusted in the manner described below: (iiiA) any sale or transfer to another corporation of In the property of event that the Company as an entirety or substantially as an entiretyCorporation is the surviving corporation, the CompanyWarrant shall, without payment of additional consideration therefor, be deemed modified so as to provide that upon exercise thereof the Holder of this Warrant shall procure, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation or merger by the Holder of each share of Common Stock issuable upon such successor exercise had exercise occurred immediately prior to such reclassification, change, consolidation or purchasing merger. This Warrant (as adjusted) shall be deemed to provide for further adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this clause (1) shall similarly apply to successive reclassifications, changes, consolidations and mergers. (B) In the event that the Corporation is not the surviving corporation, as the case may besurviving corporation shall, shall without payment of any additional consideration therefor, execute a issue new Option Warrants, providing that upon exercise thereof the holder of this Option Holder thereof shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, procure in lieu of each share of Common Stock theretofore issuable upon exercise of this Option, Warrant the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidationconsolidation or merger by the Holder of each share of Common Stock issuable upon exercise of this Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger, sale or transfer. Such new Option Warrants shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 4. The provisions of this subsection 1(aSection 2(a)(i)(B) shall similarly apply to successive reclassifications, changes, consolidations, consolidations and mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option the 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 securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 combination), or in case of any consolidation, merger of the Company with or into another entity (other than a merger with another entity in which the Company is the surviving entity and that does not result in any reclassification or change of outstanding securities of the type issuable upon the exercise of this OptionWarrant), or (iii) any sale of all or transfer to another corporation substantially all of the property assets of the Company as an entirety or substantially as an entirety, the Company, the Company or such successor or purchasing corporationentity, as the case may be, shall without payment of any additional consideration therefor, in connection with such transaction execute a new Option Warrant, providing that the holder of this Option Warrant shall have the right to exercise such new Option (Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, and upon terms not less favorable to and conditions substantially the holder than same as those then applicable to set forth in this Option) and to receive upon such exercise, Warrant in lieu of each share the shares of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, exchange or sale or transferby a holder of an equivalent number of shares of Common Stock. Such new Option Warrant shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 3. Notwithstanding the foregoing, in the event of Schedule A. a merger or sale of all or substantially all the assets of the Company in which the consideration received by holders of Common Stock consists solely of cash, then the holder of this Warrant shall be entitled to receive such amount of cash received by holders of Common Stock on the date such amount is received by holders of Common Stock on an equal basis with holders of Common Stock as if this Warrant had been exercised immediately prior to such event, less the Exercise Price. Upon payment of such amount, this Warrant will terminate. The provisions of this subsection 1(a) 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this an Affected Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Affected Option (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 the exercise of this such Affected Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this such Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option such option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this Optionsuch option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsuch option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Optioncombination), (ii) or in case of any consolidation or merger of the Company with or into another corporation corporation, (other than a merger (i) with another corporation in which the Company is a continuing the surviving 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 securities issuable upon the exercise of this Option), Warrant or (iiiii) any sale or transfer to another a merger in which the Company is not the surviving corporation and holders of the property equity securities of the Company as an entirety a result of such merger receive more than 50% of the equity securities of the surviving corporation), or in case of any sale of all or substantially as an entirety, all of the assets of the Company, or in case of a share exchange in which 80% or more of the outstanding capital stock of the Company is exchanged for capital stock of another corporation, any of which transactions shall be referred to hereinafter as a "Corporate Transaction," the Company or such successor or purchasing corporationcompany or entity, as the case may be, shall without payment of any additional consideration therefor, execute a new Option providing that with the holder Holder of this Option Warrant an agreement pursuant to which the Holder of the Warrant shall have the right thereafter to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable purchase upon exercise of this Option, the Warrant the kind and amount of shares shares, and/or other securities and property that the Holder of stock, other securities, money the Warrant would have owned or property receivable upon have been entitled to receive after the happening of such reclassification, change, consolidation, merger, sale or transferCorporate Transaction had the Warrant been exercised immediately prior to such action. Such new Option The agreement referred to in this subparagraph (a) shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.as

Reclassification, Consolidation or Merger. At any time while this an Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Affected Option (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 the exercise of this such Affected Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this such Affected Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option such option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this Optionsuch option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionsuch option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this the Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this Option), (ii) any consolidation or merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option), or (iii) any sale or transfer to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefortherefore, execute a new Option providing that the holder of this Option shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) the Option and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this the Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6A. The provisions of this subsection 1(aSection 6A(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of any (i) any reclassification or change of outstanding securities of the class issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 combination), (ii) merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a merger or other transaction in which the Company is the surviving entity but the shares of the Company's capital stock outstanding securities issuable upon immediately prior to the exercise merger or other transaction are converted by virtue of this Option)the merger or other transaction into other property, whether in the form of securities, cash, or otherwise, or (iii) any sale or transfer to another corporation of the property of the Company as Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or substantially as an entiretytransfer, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant, providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale consolidation or transfermerger by a holder of one share of Common Stock. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 7 The provisions of this subsection 1(aSection 7(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales mergers and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities of the Company (including without limitation for purposes of this Section 4.2 purchases of Preferred Shares by holders of Rights pursuant to the Rights Agreement) issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision or combination combination) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change, change -- other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination -- of outstanding securities of the Company issuable upon the exercise of this OptionWarrant), or (iii) in case of any sale or transfer to another corporation of the property Property of the Company as an entirety or substantially as an entirety, the Company, Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute prior to or simultaneously with the consummation of such transaction, issue a new Option Warrant, providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder than those then applicable to this Option) Warrant and to receive procure upon such exercise, exercise in lieu of each share of Common Stock Warrant Share theretofore issuable upon exercise of this Option, Warrant the kind and the highest amount of shares of stock, other securities, money or and property receivable upon such reclassification, change, consolidation, merger, sale or transfer by a holder of one share of Common Stock, issuable upon exercise of this Warrant had it been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer; and the Company shall indemnify the Holder, upon demand, on an after-tax basis, against any and all taxes (including interest and penalties) payable in connection with the issuance or amendment of a Warrant pursuant to this Section 4.2. The Company shall not effect any such reclassification, change, consolidation, merger, sale or transfer, unless prior to or simultaneously with the consummation thereof, the successor or purchasing corporation, as the case may be, shall assume, by written instrument executed and delivered to the Holder, the obligation to deliver to the Holder such shares, other securities, money and property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase and the other obligations.under this Warrant. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. Article IV. The provisions of this subsection 1(a) Section 4.2 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.2 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option ----------------------------------------- Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(A) or combination (B) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this an Original Option remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this such Original Option (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 the exercise of this such Original Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this such Original Option), or (iii) any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option option providing that the holder of this Option shall have the right to exercise such new Option option (upon terms not less favorable to the holder than those then applicable to this such Original Option) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionoption, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer. Such new Option option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not 6 less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.3 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Note remains outstanding and unexpiredoutstanding, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option 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 securities issuable upon the exercise of this OptionCommon Stock for which an adjustment has been made pursuant to Section 2.2), (ii) or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon Common Stock for which an adjustment has been made pursuant to Section 2.3) or in the exercise case of this Option), or (iii) any sale or transfer to another corporation of the property or assets of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option notes providing that the holder holders of this Option the Notes shall have the right to exercise convert such new Option notes (upon terms not less favorable to the holder holders than those then applicable to this Optionthe Notes) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthe Notes, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder as if the Notes had been converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. The provisions of this subsection 1(a) Section 2.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option Note remains outstanding and unexpiredoutstanding, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option 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 value) or as a result in case of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, Company or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option note providing that the holder of this Option the Note shall have the right to exercise such new Option note (upon terms not less favorable to the holder than those then applicable to this Optionthe Note) and to receive upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of this Optionthe Note, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of the Note had the Note been converted immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option note shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 2. The provisions of this subsection 1(a) Section 2.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option ----------------------------------------- Warrant remains outstanding and unexpired, in case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option Warrant (other than a change in par value, or from par value to no par value per sharevalue, or from no par value per share to par value or as a result of a subdivision an event described in Sections 6.1(a) or combination (b) above) or in case of outstanding securities issuable upon the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the CompanyCompany shall, or such successor or purchasing corporation, as the case may be, shall without payment of any additional consideration therefor, execute a new Option Warrant providing that the holder of this Option Holder shall have the right to exercise such new Option Warrant (upon terms not less favorable to the holder Holder than those then applicable to this OptionWarrant) and to receive upon such exercise, in lieu of each share of Common Stock of the Company theretofore issuable upon exercise of this OptionWarrant, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of one share of Common Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 6. The provisions of this subsection 1(a) Section 6.2 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, sales and transfers.

Reclassification, Consolidation or Merger. At any time while this Option remains outstanding and unexpired, in In case of (i) any reclassification or change of outstanding securities issuable upon exercise of this Option (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 the exercise of this Option), (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company 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 sharevalue, or from no par value per share to par value, or as a result of a subdivision or combination of outstanding securities issuable upon the exercise of this Option), or (iii) in the case of any sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company, or such successor or purchasing corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Option providing that the holder of this Option Holder shall have the right to exercise such new Option (upon terms not less favorable to the holder Option Holder than those then applicable to this Option) and to receive upon such exercise, in lieu of each share of Common Stock (prior to the Effective Date) or Public Common Stock (on and after the Effective Date), theretofore issuable upon exercise of this Option, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the holder of one share of Common Stock ( prior to the Effective Date) or Public Common Stock (on and after the Effective Date), issuable upon exercise of this Option had it been exercised immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such new Option shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 1 of Schedule A. 8. The provisions of this subsection 1(aSubsection 8(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.