Common use of Reclassification or Merger Clause in Contracts

Reclassification or Merger. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another person) for more than 90% of the outstanding capital stock of the Company, holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company or such other person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement, but not including any underwritten offering, registered direct offering, private placement or other transaction with the primary purpose of financing or fund raising for the Company) with another person whereby such other person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4(c) below) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the holder hereof shall only have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another person unless (i) the Alternate Consideration is solely cash, in which case the Warrant will be deemed automatically exercised in full in exchange for such cash consideration pursuant to the “cashless exercise” provisions in Section 10.2 below upon the consummation of the Fundamental Transaction or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the holder hereof such Alternate Consideration as, in accordance with the foregoing provisions, the holder may be entitled to receive, and the other obligations under this Warrant. The provisions of this Section 4(a) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.

Reclassification or Merger. If, at In case of any time while reclassification or change of securities of the class issuable upon exercise of this Warrant is outstanding (i) the Company effects 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 merger or consolidation of the Company with or into another personcorporation or any other corporate reorganization, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such consolidation, merger or consolidation do not ownreorganization, directly or indirectly, at least own less than fifty percent (50% %) of the Company's voting power of the surviving entity immediately after such consolidation, merger or consolidationreorganization, or any transaction or series of related transactions in which in excess of fifty percent (ii50%) of the Company's voting power is transferred (other than (A) a Sale of the Company effects as defined in Section 10.1 or (B) a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale to another person of all or substantially all of its the assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another person) for more than 90% of the outstanding capital stock of the Company, holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company Company, or such other personsuccessor or purchasing corporation, as applicablethe case may be, accepts such tender for payment, (iv) shall duly execute and deliver to the Company consummates holder of this Warrant a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement, but not including any underwritten offering, registered direct offering, private placement or other transaction with the primary purpose of financing or fund raising for the Company) with another person whereby such other person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power of such person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 4(c) below) new Warrant (in any such case, a “Fundamental Transaction”form and substance satisfactory to the holder of this Warrant), then following such Fundamental Transaction so that the holder hereof of this Warrant shall only have the right to receive, receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the same exercise of the unexercised portion of this Warrant, and in lieu of the shares of Series Preferred theretofore issuable upon exercise of this Warrant, (i) the kind and amount and kind of shares of stock, other securities, cash money and property receivable upon such reclassification, change, merger or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the sale by a holder of the number of Shares shares of Series Preferred then issuable upon exercise in full of purchasable under this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another person unless (i) the Alternate Consideration is solely cashWarrant, in which case the Warrant will be deemed automatically exercised in full in exchange for such cash consideration pursuant to the “cashless exercise” provisions in Section 10.2 below upon the consummation of the Fundamental Transaction or (ii) prior to in the case of such a merger or simultaneously with sale in which the consummation thereofconsideration paid consists all or in part of assets other than securities of the successor or purchasing corporation, any at the option of the holder of this Warrant, the securities of the successor or purchasing corporation having a value at the time of the transaction equivalent to the Company, surviving entity or other person (including any purchaser of assets value of the Company) Series Preferred purchasable upon exercise of this Warrant at the time of the transaction. Any new Warrant shall assume the obligation to deliver provide for adjustments that shall be as nearly equivalent as may be practicable to the holder hereof such Alternate Consideration as, adjustments provided for in accordance with the foregoing provisions, the holder may be entitled to receive, and the other obligations under this WarrantSection 4. The provisions of this Section 4(a) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction typesuccessive reclassifications, changes, mergers and sales.