Common use of Reclassification, Merger or Consolidation Clause in Contracts

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders Holder were the owner of the shares of Common Stock underlying the Underwriter's Warrant such Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price Exercise Prices in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had Holder has exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(h) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Underwriters' Warrants without first making adequate provision for the Underwriter's WarrantUnderwriters' Warrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Underwriters' Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Underwriters' Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantUnderwriters' Warrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment adjustments provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Underwriters' Warrants without first making adequate provision for the Underwriter's WarrantUnderwriters' Warrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Underwriters' Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Underwriters' Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantUnderwriters' Warrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment adjustments provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants Warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriterunderwriter's warrant agreement to such effect. Such supplemental Underwriterunderwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the UnderwriterRepresentative's Warrant without first making adequate provision for the UnderwriterRepresentative's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each UnderwriterRepresentative's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such UnderwriterRepresentative's Warrant) to purchase, upon exercise of such UnderwriterRepresentative's Warrant, the kind and number of warrants to purchase shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the warrants to purchase shares of Common Stock underlying the UnderwriterRepresentative's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the UnderwriterRepresentative's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the UnderwriterRepresentative's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental UnderwriterRepresentative's warrant agreement to such effect. Such supplemental UnderwriterRepresentative's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants Underwriters' Warrant (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement Underwriters' Warrant Agreement to such effect. Such supplemental Underwriter's warrant agreement Underwriters' Warrant Agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Lead Investor’s Warrant without first making adequate provision for the Underwriter's Lead Investor’s Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Lead Investor’s Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Lead Investor’s Warrant) to purchase, upon exercise of such Underwriter's Lead Investor’s Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Lead Investor’s Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Lead Investor’s Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Lead Investor’s Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Lead Investor’s warrant agreement to such effect. Such supplemental Underwriter's Lead Investor’s warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations consolida­tions or mergers.

Reclassification, Merger or Consolidation. The Company will not ---------------- ------ -- ------------- merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger with a subsidiary in which merger the Company is the continuing corporation and other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchasereceive, upon exercise of such Underwriter's Warrant, the kind and number amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant transfer, and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, merger or sale or conveyance of property, the corporation formed by such consolidation or merger, merger or acquiring acquired such property, property shall execute and deliver to the Holders Holder a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.Underwriters'

Reclassification, Merger or Consolidation. The Company will not ----------------------------------------- merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. 7.7.1 The Company will not merge, reorganize reorganize, or take any other action which would terminate or dilute any of the Underwriter's Warrant Underwriters' Warrants without first making adequate provision for the Underwriter's Warrant. Underwriters' Warrants. 7.7.2 In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants Underwriters' Warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision subdivision, split, or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation or business entity (other than a consolidation or merger in which the Company is the continuing corporation business entity and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Warrant of the Underwriters' Warrants then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's WarrantUnderwriters' Warrants) to purchase, upon exercise of such Underwriter's WarrantUnderwriters' Warrants, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale sale, or conveyance as if the Holders were the owner owners of the shares of Common Stock underlying the Underwriter's Warrant Underwriters' Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.Underwriters' Warrants and

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant Warrants without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchase, upon exercise of such Underwriter's Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders Holder were the owner of the shares of Common Stock underlying the Underwriter's Warrant such Warrants immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant Warrants and (y) the Purchase Price Exercise Prices in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had Holder has exercised the Underwriter's WarrantWarrants. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(h) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company will not merge, reorganize or take any other action which would terminate the Underwriter's Warrant without first making adequate provision for the Underwriter's WarrantWarrants. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger with a subsidiary in which merger the Company is the continuing corporation and other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders Holder of each Underwriter's Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Warrant) to purchasereceive, upon exercise of such Underwriter's Warrant, the kind and number amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such Warrant might have been exercised immediately prior to such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Warrant transfer, and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Warrant. In the event of a consolidation, merger, merger or sale or conveyance of property, the corporation formed by such consolidation or merger, merger or acquiring acquired such property, property shall execute and deliver to the Holders Holder a supplemental Underwriter's warrant agreement to such effect. Such supplemental Underwriter's warrant agreement shall provide for adjustments which shall be identical to the adjustment to those provided for in this Section 8. The provisions of this Section 8(f8(d) shall similarly apply to successive consolidations or mergers.

Reclassification, Merger or Consolidation. The Company ----------------------------------------- will not merge, reorganize or take any other action which would terminate the Underwriter's Underwriters' Warrant without first making adequate provision for the Underwriter's Underwriters' Warrant. In case of any reclassification or change of the outstanding shares of Common Stock issuable upon exercise of the outstanding warrants (other than a change in par value to no par value, or from nor par value to par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation or other entity of the property of the Company as an entirety or substantially as an entirety, the Holders of each Underwriter's Underwriters' Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Underwriter's Underwriters' Warrant) to purchase, upon exercise of such Underwriter's Underwriters' Warrant, the kind and number of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance as if the Holders were the owner of the shares of Common Stock underlying the Underwriter's Underwriters' Warrant immediately prior to any such events at a price equal to the product of (x) the number of shares issuable upon exercise of the Underwriter's Underwriters' Warrant and (y) the Purchase Price in effect immediately prior to the record date for such reclassification, change, consolidation, merger, sale or conveyance, as if such Holders had exercised the Underwriter's Underwriters' Warrant. In the event of a consolidation, merger, sale or conveyance of property, the corporation formed by such consolidation or merger, or acquiring such property, shall execute and deliver to the Holders a supplemental Underwriter's Underwriters' warrant agreement to such effect. Such supplemental Underwriter's Underwriters' warrant agreement shall provide for adjustments which shall be identical to the adjustment provided for in this Section 8. The provisions of this Section 8(f) shall similarly apply to successive consolidations or mergers.