Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrants, or in case of any consolidation or merger of the Company with or into another corporation or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassification, conversion or change of outstanding securities issuable upon exercise of the Warrants, or in case of 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 execute a new warrant certificate (the "New Warrant Certificate"), providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrants, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Stock. Such New Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrants, or in case of any consolidation or merger of the Company with or into another corporation or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassification, conversion or change of outstanding securities issuable upon exercise of the Warrants, or in case of 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 execute a new warrant certificate (the "New Warrant CertificateNEW WARRANT CERTIFICATE"), providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrants, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Stock. Such New Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (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 combination), or in case of any consolidation or merger of the Company with or into another corporation or entitycorporation, other than a consolidation or merger with another corporation or entity in which the Company is the a continuing corporation and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrants, or in case of any sale of all or substantially all of the assets of the Companythis Warrant), the Company, or such successor or purchasing corporation, as the case may be, shall execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Preferred Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section Paragraph 4. The provisions of this Section 4(asubparagraph (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers consolidations and transfersmergers.

Reclassification, Consolidation or Merger. In case of any ----------------------------------------- reclassification or change of outstanding securities of the class Common issuable upon exercise of the Warrantsthis Warrant, or in case of any consolidation or merger of the Company Corporation with or into another corporation or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassificationconstitute a liquidation under the Preferred Resolutions, conversion or change this Warrant shall, without payment of outstanding securities issuable additional consideration therefor, be deemed modified so as to provide that upon the exercise of the Warrantshereof, or in case of 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 execute a new warrant certificate (the "New Warrant Certificate"), providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants and procure upon such exerciseprocure, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantssuch exercise, the kind and amount of shares of stockStock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, consolidation or merger by a holder the Holder of one share of Common Stockissuable upon exercise of the Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such New new Warrant Certificate shall be deemed to provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(asubsection (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers consolidations and transfersmergers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (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 combination), or in case of any consolidation or merger of the Company with or into another corporation or entitycorporation, other than a consolidation or merger with another corporation or entity in which the Company is the a continuing corporation and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrantsthis Warrant, or in case of 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 execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 45. No consolidation or merger of the Company with or into another corporation referred to in the first sentence of this paragraph (b) 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 Section 4(asubsection (c) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (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 combination), or in case of any consolidation or merger of the Company with or into another corporation or entitycorporation, other than a consolidation or merger with another corporation or entity in which the Company is the a continuing corporation and which does not result in any reclassification, conversion reclassification of change or change of outstanding securities issuable upon exercise of the Warrantsthis Warrant, or in case of 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 execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. No consolidation or merger of the Company with or into another corporation referred to in the first sentence of this subsection (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 4. The provisions of this Section 4(aSubsection (a) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrants----------------------------------------- reclassification, or in case of any reorganization, consolidation or merger of the Company with or into another corporation entity or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassification, conversion or change of outstanding securities issuable upon exercise of the Warrants, or in case of any sale of all or substantially all of the Company's assets (whereby the shareholders of the CompanyCompany immediately prior to such transaction or series of related transactions own less than 50% of the voting power of the successor or purchasing entity immediately following such transaction or series of related transactions), the Company, or such successor or purchasing corporation, corporation as the case may be, shall execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant, and procure upon such exerciseexercise and payment of the same aggregate Exercise Price, in lieu of each share the Shares of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, changereorganization, consolidation, merger or merger asset sale by a holder of one share an equivalent number of shares of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 49. The provisions of this Section 4(a9(a) shall similarly apply to successive reclassifications, changesreorganizations, consolidations, mergers and transfersor asset sales.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (other than as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation or entity, legal entity (other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation surviving entity and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrantsthis Warrant), or in case of 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 execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant and procure purchase upon such exercise, in lieu of each share of Common Stock Share theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable which would have been received upon such reclassification, conversion, change, consolidation, consolidation or merger by a holder of one share of Common Stockthe Holder if this Warrant had been exercised immediately prior to such event. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any ----------------------------------------- reclassification or change of outstanding securities the Common Stock (other than a change in par value, or as a result of the class issuable upon exercise of the Warrantsa subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation or entity, (other than a consolidation or merger with another corporation or entity in which the Company is the continuing surviving corporation and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrantsthis Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, corporation as the case may be, shall in connection with such transaction execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant, and procure upon such exerciseexercise and payment of the same aggregate Exercise Price, in lieu of each share the shares of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, sale of all or substantially all of the Company's assets or merger by a holder of one share an equivalent number of shares of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 43. The provisions of this subsection (a), subject to Section 4(a) 11 hereof, shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, transfers and transfersthe sale of all or substantially all of the Company's assets.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the WarrantsConversion Right, or in case of any consolidation or merger of the Company with or into another corporation or entity, a partnership (other than a consolidation or merger with another corporation or entity a partnership in which the Company is the continuing surviving corporation and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrantssuch Conversion Right), or in case of any sale or transfer to another corporation of all the property of the Company as an entirety or substantially all of the assets of the Companyas an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall execute a shall, without payment of any additional consideration therefor, issue new warrant certificate securities of the Company or of the successor or purchasing corporation, as the case may be (the "New Warrant CertificateSubstitute Securities"), providing that to Holder on the Holder of terms set forth in this Warrant Certificate Section 3.4. Such Substitute Securities shall have be convertible on terms as nearly equivalent as practical to the right to exercise such new warrants and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon terms set forth herein for the exercise of the Warrants, Conversion Right into the kind and amount of shares of stock, other securities, money and property receivable upon that such Holder would have received at the time of such reclassification, conversion, change, consolidation, merger, sale or merger by a holder transfer, if such Holder had exercised the Conversion Right of one share of Common Stocksuch Holder immediately prior to such reclassification, change, consolidation, merger, sale or transfer. Such New Warrant Certificate Substitute Securities shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 43.4. The provisions of this Section 4(a) 3.4 shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, sales and transfers.

Reclassification, Consolidation or Merger. In case of any (i) reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (other than a change in par value, or in case from par value to no par value, or from no par value to par value, or as a result of any a subdivision or combination), (ii) merger or consolidation or merger of the Company with or into another corporation or in which the Company is not the surviving entity, other than or a consolidation or reverse triangular merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassification, conversion or change of outstanding securities issuable upon exercise of surviving entity but the Warrants, or in case of any sale of all or substantially all of the assets shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash, or otherwise, or (iii) sale or transfer of the 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 transfer, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, consolidation or merger by a holder of one share of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 45. The provisions of this Section 4(a5(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrants, or in case of any consolidation or merger of the Company with or into another corporation or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassification, conversion or change of outstanding securities issuable upon exercise of the Warrants, or in case of 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 execute a new warrant certificate agreement substantially in the form hereof (the "New Warrant CertificateAgreement"), providing that the Holder of this Warrant Certificate Agreement shall have the right to exercise such new warrants warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the WarrantsWarrant, the kind and amount of shares of stock, other securities, money and property receivable upon that the Holder of the Warrant would have been entitled to receive with respect to one share of Common Stock had the Warrant been exercised immediately prior to such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common Stock. Such New Warrant Certificate Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 42.5. The provisions of this Section 4(a2.5(a) shall similarly apply to successive reclassifications, changes, consolidations, mergers and transferssales.

Reclassification, Consolidation or Merger. In Except as provided in paragraph 4(b), in case of any reclassification or change of outstanding securities of the class issuable upon exercise of the Warrantsthis Warrant (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 combination), or in the case of any consolidation or merger of the Company Corporation with or into another corporation or entitycorporation, other than a consolidation or merger with another corporation or entity in which the Company Corporation is the a continuing corporation and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrants, or in case of any sale of all or substantially all of the assets of the CompanyWarrant, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder of this Warrant Certificate shall 3 have the right to exercise such new warrants this Warrant and procure upon such exercise, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, or merger by a holder of one share of Common StockStock upon such reclassification, change, consolidation, or merger. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section paragraph 4. The provisions of this Section 4(athe subparagraph (a) shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities the Common Stock (other than a change in par value, or as a result of the class issuable upon exercise of the Warrantsa subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation or entity, (other than a consolidation or merger with another corporation or entity in which the Company is the a continuing corporation corpo­ration and which does not result in any reclassification, conversion reclassification or change of outstanding securities issuable upon exercise of the Warrantsthis Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, Company or such successor or purchasing corporation, as the case may be, shall execute a new warrant certificate (the "New Warrant Certificate")Warrant, providing that the Holder holder of this Warrant Certificate shall have the right to exercise such new warrants Warrant, and procure upon such exerciseexercise and payment of the same aggregate Exercise Price, in lieu of each share the shares of Common Stock theretofore issuable upon exercise of the Warrantsthis Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, conversion, change, consolidationconsolida­tion, sale of all or substantially all of the Company’s assets or merger by a holder of one share an equivalent number of shares of Common Stock. Such New new Warrant Certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) ), subject to Section 13 hereof, shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, transfers and transfersthe sale of all or substantially all of the Company’s assets.

Reclassification, Consolidation or Merger. In case of any ----------------------------------------- reclassification or change of outstanding securities of the class Common issuable upon exercise of the Warrantsconversion right of this Warrant, or in case of any consolidation or merger of the Company Corporation with or into another corporation or entity, other than a consolidation or merger with another corporation or entity in which the Company is the continuing corporation and which does not result in any reclassificationconstitute a liquidation under the Preferred Resolutions, conversion or change this Warrant shall, without payment of outstanding securities issuable additional consideration therefor, be deemed modified so as to provide that upon the exercise of the Warrantshereof, or in case of 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 execute a new warrant certificate (the "New Warrant Certificate"), providing that the Holder of this Warrant Certificate shall have the right to exercise such new warrants and procure upon such exerciseprocure, in lieu of each share of Common Stock theretofore issuable upon exercise of the Warrantssuch exercise, the kind and amount of shares of stockStock, other securities, money and property receivable upon such reclassification, conversion, change, consolidation, consolidation or merger by a holder the Holder of one share of Common Stockissuable upon exercise of the Warrant had such exercise occurred immediately prior to such reclassification, change, consolidation or merger. Such New new Warrant Certificate shall be deemed to provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(asubsection (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers consolidations and transfersmergers.