Common use of Reclassification, Reorganization and Consolidation Clause in Contracts

Reclassification, Reorganization and Consolidation. In the event of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination or dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c) below, then, as a condition of such event, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities and property receivable in connection with such event by a holder holding the same number of shares for which this Warrant could have been exercised immediately prior to such event. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off conversion of the Company’s Class A Common Stock or change in the Shares capital structure of the Company directly affecting the Company’s Class A Common Stock (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination stock split or stock dividend provided for in Section 7(a8(a) above and other than a transaction described in Section 7(c) belowabove), then, then as a condition of such eventreclassification, reorganization, conversion or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant Expiration Date to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or equity interests and other securities and or property receivable in connection with such event reclassification, reorganization, conversion or change by a holder holding of the same number and type of shares for which this securities as were purchasable as Warrant could have been exercised Stock by the Holder immediately prior to such eventreclassification, reorganization, conversion or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock equity interests or other securities and or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise PricePurchase Price for such Warrant Stock payable hereunder, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) Purchase Price shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this WarrantWarrant (subject to adjustment of the Exercise Price as provided in Section 7, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares capital stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a6(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such event, lawful provision shall be made, and duly executed documents evidencing the same from then the Company or its successor shall be delivered, to the Holder, make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, purchase the kind and amount of shares of stock and/or and other securities and property as were receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised Shares as were exercisable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any such shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price, provided Price payable hereunder so that the aggregate exercise purchase price payable hereunder for exercise of such shares or other securities and property shall equal the aggregate purchase price payable for exercise of the total number of Shares purchasable under this Warrant (as adjusted) shall remain the samewere exercisable hereunder immediately prior to such reclassification, reorganization or change.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off reorganization or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination or stock dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c10(a) above or as a result of any "Fundamental Transaction" described in Section 10(c) below), then, as a condition of such eventreclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant Option to purchase, at a total price equal to that payable upon the exercise of this WarrantOption, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization or change. In any such case case, appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise PricePrice payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a8(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this WarrantWarrant (subject to adjustment of the Exercise Price as provided in Section 8), the kind and amount of shares of stock and/or other and ot her securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) Exercise Price shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a8(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this WarrantWarrant (subject to adjustment of the Exercise Price as provided in Section 8, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding Holder of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain in the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares shares of the Company any class of equity securities that may be acquired upon exercise of this Warrant (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c) below6), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holderholder of this Warrant, so that the Holder holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which of securities as were purchasable by the holder of this Warrant could have been exercised immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise PriceStated Purchase Price per share of Warrant Stock, provided that the aggregate exercise price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) Stated Purchase Price shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this WarrantWarrant (subject to adjustment of the Exercise Price as provided in Section 8, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital capital, reorganization, consolidation, spin-off or change in the Shares Equity Securities of the Company or the Parent Corporation (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a8(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company Company, the Parent Corporation or its successor shall be delivered, delivered to the Holder, so go that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Equity Securities as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event Subject to Section 1.1(a) and Section 2 hereof, in case of any corporate Change of Control Transaction, reclassification, capital reorganization, consolidation, spin-off or change in the Shares capital stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a) above and other than a transaction described in Section 7(c) below3.1 above), then, as a condition of such event, lawful provision shall be made, and duly executed documents evidencing the same from then the Company or its successor shall be delivered, to the Holder, make appropriate provision so that the Holder holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event Change of Control Transaction, reclassification, reorganization, or change by a holder holding of the same number of shares for which Shares as were issuable pursuant to this Warrant could have been exercised (without regard to the vesting of such Shares but without limiting any requirement otherwise hereunder to vest in such shares thereafter prior to exercise) immediately prior to such eventChange of Control Transaction, reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Pricepurchase price per share payable hereunder, provided that the aggregate exercise purchase price payable hereunder for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same.

Reclassification, Reorganization and Consolidation. In the event case of any corporate reclassification, capital reorganization, consolidation, spin-off or change in the Shares Common Stock of the Company (or of its ultimate parent company following the US Migration), other than as a result of a subdivision, combination combination, or stock dividend provided for in Section 7(a10(a) above and other than a transaction described in Section 7(c) belowabove), then, as a condition of such eventreclassification, reorganization, or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered, delivered to the Holder, so that the Holder shall thereafter have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable receive upon the exercise of this Warrant, during the period specified herein and upon the payment of the Exercise Price then in effect, the kind and amount of shares of stock and/or and other securities and property receivable in connection with such event reclassification, reorganization, or change by a holder holding of the same number of shares for which this Warrant could have been exercised of Common Stock as were purchasable by the Holder immediately prior to such eventreclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise PricePrice per Share payable hereunder, provided that the aggregate exercise price payable hereunder Exercise Price for the total number of all Shares purchasable under this Warrant (as adjusted) shall remain the samesame as such aggregate Exercise Price was before such adjustment.