Common use of Reorganization and Asset Sales Clause in Contracts

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply: 1. As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply: 1. As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section SECTION 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section SECTION 5.B.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the capital stock of the Company to another corporation, or the sale of all or substantially all of the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders of Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (i) Not more than 90 or less than 30 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holders of the Reorganization Transaction (at the same time notice of same shall be made whereby the Warrantholder shall thereafter have the right generally available to purchase and receive upon other holders of Company Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then . In the event the Holders exercise this Warrant Purchase Price in effect immediately not more than 90 or less than 30 days prior to the consummation of the Reorganization Transaction, such merger or consolidation Holders shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (collectively, "Reorganization Consideration") on the same basis as the other holders of Company Common Stock participating in the same manner Reorganization Transaction as though there were a subdivision or combination if such Holders had previously exercised this Warrant and held such number of Warrant Shares to which they are entitled based on the outstanding shares of Common Stock of the CompanyExercise Price. 3. (ii) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holders at the last address of the Warrantholder Holders appearing on the books of the Company, the obligation to deliver to the Warrantholder Holders such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holders may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon In the event the Holders of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holders shall be entitled to receive a warrant to purchase common stock in the successor corporation (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the Reorganization Transaction and entitle the Holder to purchase that number of shares of common stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant immediately prior to or simultaneously with such Reorganization Transaction. In the event the successor corporation (if other than the Company) resulting from the Reorganization Transaction shall be a privately-held company and the Reorganization Consideration, in part or in whole, shall be in the form of securities for which there is no readily ascertainable market value by virtue of not being traded on any national market or exchange, the Company shall not effect any such Reorganization Transaction unless prior to or simultaneous with the consummation thereof, the successor corporation shall agree by written request instrument executed and made available to the Holders at the last address of the Holders appearing on the books of the Company to pay to the Holder a cash amount equivalent in value to the difference between the Exercise Price and the Fair Market Value multiplied by the Warrantholder number of Warrant Shares that such successor corporation will issue a new warrant revised to reflect Holder would have received had the modifications in Holder exercised this Warrant effected pursuant immediately prior to or simultaneously with such Reorganization Transaction. (iii) If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50 percent of the outstanding shares of Common Stock of the Company, the Company shall, prior to the consummation of any consolidation, merger or sale to or with the person, firm or corporation having made such offer or any affiliate of such person, firm or corporation, use its best efforts to give the Holders a reasonable opportunity of not less than 10 days to elect to receive upon the exercise of this Section 5.B.Warrant, either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such purchase tender or exchange offer. The Holders will have the right to convert into common stock upon any corporate event.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders of Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (i) Not more than 90 or less than 30 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holders of the Reorganization Transaction (at the same time notice of same shall be made whereby the Warrantholder shall thereafter have the right generally available to purchase and receive upon other holders of Company Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then . In the event the Holders exercise the Warrant Purchase Price in effect immediately prior to such merger or consolidation simultaneous with the consummation of the Reorganization Transaction, the Holders shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Common Stock on the same basis as the other holders of Company Common Stock participating in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the CompanyReorganization Transaction. 3. (ii) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holders at the last address of the Warrantholder Holders appearing on the books of the Company, the obligation to deliver to the Warrantholder Holders such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holders may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request In the event the Holders of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holders shall be entitled to receive a warrant to purchase common stock in the successor corporation (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the Reorganization Transaction and entitle the Holder to purchase that number of shares of common stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant immediately prior to or simultaneously with such Reorganization Transaction. (iii) If a purchase, tender or exchange offer is made to and accepted by the Warrantholder holders of more than 50 percent of the outstanding shares of Common Stock of the Company, the Company shall, prior to the consummation of any consolidation, merger or sale to or with the person, firm or corporation having made such successor corporation will issue offer or any affiliate of such person, firm or corporation, give the Holders a new warrant revised reasonable opportunity of not less than 10 days to reflect elect to receive upon the modifications exercise of this Warrant, either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in this Warrant effected pursuant to this Section 5.B.accordance with such purchase tender or exchange offer.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply: 1. As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.BSECTION 5.C), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.SECTION 5.C.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders of Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (a) Not more than 90 or less than 30 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holders of the Reorganization Transaction (at the same time notice of same shall be made whereby the Warrantholder shall thereafter have the right generally available to purchase and receive upon other holders of Company Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then . In the event the Holders exercise the Warrant Purchase Price in effect immediately prior to such merger or consolidation simultaneous with the consummation of the Reorganization Transaction, the Holders shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Common Stock on the same basis as the other holders of Company Common Stock participating in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the CompanyReorganization Transaction. 3. (b) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holders at the last address of the Warrantholder Holders appearing on the books of the Company, the obligation to deliver to the Warrantholder Holders such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holders may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request In the event the Holders of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holders shall be entitled to receive a warrant to purchase common stock in the successor corporation (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the Reorganization Transaction and entitle the Holder to purchase that number of shares of common stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant immediately prior to or simultaneously with such Reorganization Transaction. (c) If a purchase, tender or exchange offer is made to and accepted by the Warrantholder holders of more than 50 percent of the outstanding shares of Common Stock of the Company, the Company shall, prior to the consummation of any consolidation, merger or sale to or with the person, firm or corporation having made such successor corporation will issue offer or any affiliate of such person, firm or corporation, give the Holders a new warrant revised reasonable opportunity of not less than 10 days to reflect elect to receive upon the modifications exercise of this Warrant, either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of the Common Stock in this Warrant effected pursuant to this Section 5.B.accordance with such purchase tender or exchange offer.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization reorganisation or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply: 1. As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B), lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may way be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the capital stock of the Company to another corporation, or the sale of all or substantially all of the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders Holder of Company Class A Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Class A Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (a) Not more than 90 or less than 30 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holder of the Reorganization Transaction (at the same time notice of same shall be made whereby the Warrantholder shall thereafter have the right generally available to purchase and receive upon other Holder of Company Class A Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Class A Common Stock of the Company, then . In the event the Holder exercise this Warrant Purchase Price in effect immediately not more than 90 or less than 30 days prior to the consummation of the Reorganization Transaction, such merger or consolidation Holder shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Class A Common Stock (collectively, "Reorganization Consideration") on the same basis as the other Holder of Company Class A Common Stock participating in the same manner Reorganization Transaction as though there were a subdivision or combination if such Holder had previously exercised this Warrant and held such number of Warrant Shares to which they are entitled based on the outstanding shares of Common Stock of the CompanyExercise Price. 3. (b) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holder at the last address of the Warrantholder Holder appearing on the books of the Company, the obligation to deliver to the Warrantholder Holder such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon In the event the Holder of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holder shall be entitled to receive a warrant to purchase Class A Common Stock in the successor corporation (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the Reorganization Transaction and entitle the Holder to purchase that number of shares of Class A Common Stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant immediately prior to or simultaneously with such Reorganization Transaction. In the event the successor corporation (if other than the Company) resulting from the Reorganization Transaction shall be a privately-held company and the Reorganization Consideration, in part or in whole, shall be in the form of securities for which there is no readily ascertainable market value by virtue of not being traded on any national market or exchange, the Company shall not effect any such Reorganization Transaction unless prior to or simultaneous with the consummation thereof, the successor corporation shall agree by written request instrument executed and made available to the Holder at the last address of the Holder appearing on the books of the Company to pay to the Holder a cash amount equivalent in value to the difference between the Exercise Price and the Fair Market Value multiplied by the Warrantholder number of Warrant Shares that such successor corporation will issue a new warrant revised to reflect Holder would have received had the modifications in Holder exercised this Warrant effected pursuant immediately prior to or simultaneously with such Reorganization Transaction. (c) If a purchase, tender or exchange offer is made to and accepted by the Holder of more than fifty (50%) percent of the outstanding shares of Class A Common Stock of the Company, the Company shall, prior to the consummation of any consolidation, merger or sale to or with the person, firm or corporation having made such offer or any affiliate of such person, firm or corporation, give the Holder a reasonable opportunity of not less than 10 days to elect to receive upon the exercise of this Section 5.B.Warrant, either the stock, securities or assets then issuable with respect to the Class A Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous Holder of the Class A Common Stock in accordance with such purchase tender or exchange offer.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then the following provisions shall apply: 1. As a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.B)sale, lawful and adequate provisions shall be made whereby the Warrantholder shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken placeplace and the provision of Section 2 as to the vesting of Warrant Shares shall also be adjusted accordingly. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Warrant Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the Company, the obligation to deliver to the Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the capital stock of the Company to another corporation, or the sale of all or substantially all of the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders Holder of Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (a) Not more than 45 or less than 15 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holder of the Reorganization Transaction (at the same time notice of same shall be made whereby generally available to the Warrantholder shall thereafter have the right to purchase and receive upon other Holders of Company Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then . In the event the Holder exercise this Warrant Purchase Price in effect immediately not more than 45 or less than 15 days prior to the consummation of the Reorganization Transaction, such merger or consolidation Holder shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (collectively, "Reorganization Consideration") on the same basis as the other Holder of Company Common Stock participating in the same manner Reorganization Transaction as though there were a subdivision or combination if such Holder had previously exercised this Warrant and held such number of Warrant Shares to which they are entitled based on the outstanding shares of Common Stock of the CompanyExercise Price. 3. (b) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holder at the last address of the Warrantholder Holder appearing on the books of the Company, the obligation to deliver to the Warrantholder Holder such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holder may be entitled to receive, any and all other liabilities and obligations of the Company hereunder. Upon written request by In the Warrantholder event the Holder of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holder shall be entitled to receive a warrant to purchase Common Stock in the successor corporation will issue a new warrant revised (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the modifications Reorganization Transaction and entitle the Holder to purchase that number of shares of Common Stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant effected pursuant immediately prior to this Section 5.B.or simultaneously with such Reorganization Transaction.

Reorganization and Asset Sales. Subject Unless otherwise agreed to by the terms and provisions in the Stockholders AgreementHolder, if any capital reorganization or reclassification of the capital stock of the Companyreclassification, or any merger, consolidation or merger reorganization of the Company with another corporationin which the Company is not the surviving entity, or the sale (or a series of related sales) of all or substantially all of its assets or the assets of its subsidiaries to another corporation, or a merger, consolidation, sale of assets, or business combination in which the Company is the survivor, shall be effected in such a way that holders of the Common Stock Shares shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stocksuch capital stock, then the following provisions shall apply: 1. As as a condition of such reorganizationreclassification, reclassificationmerger, consolidation, merger reorganization or sale (except as otherwise provided below in this Section 5.B)sale, lawful and adequate provisions provision shall be made whereby the Warrantholder Holder shall thereafter have the right to purchase and receive upon receive, under the terms and conditions specified herein contained, upon exercise of the Warrants in this Warrant and accordance with Section 3 above, in lieu of the Warrant Common Shares of the Company immediately theretofore receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock Shares equal to the number of Warrant such Common Shares immediately theretofore so receivable had the Warrants been exercised prior to such reorganizationreclassification, reclassificationmerger, consolidation, merger or sale not taken place. 2. In reorganization, and in any such case appropriate provision shall be made with respect to the event of a merger or consolidation rights and interests of the Company with or into another corporation as a result Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares issuable upon exercise) shall thereafter be applicable, as nearly as may be, in relation to any shares of Common Stock stock, securities or assets thereafter deliverable upon the exercise of the Warrant; provided, however, that in an event of a reclassification, merger, consolidation, reorganization or sale in which the consideration is not cash or securities then tradable on an active trading market, the Company outstanding immediately prior or the acquiring entity must either (a) agree to provide to the Warrant Shares Holders the same rights with respect to such merger non-cash consideration that exist with respect to the Common Shares hereunder and otherwise, including without limitation, the rights provided in Sections 5 and 6, or consolidation are issuable to holders of Common Stock (b) purchase all of the Company, then Warrants for cash in an amount equal to the fair market value of the Warrant Purchase Shares less the Exercise Price in effect immediately prior to as determined by an Independent Appraiser. In such merger or consolidation shall be adjusted in an event, the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. The Company shall not effect any such reclassification, merger, consolidation, merger reorganization or sale unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger reclassification, merger, consolidation, reorganization or the corporation purchasing such assets shall assume, assume by written instrument executed and mailed or delivered to the Warrantholder at the last address of the Warrantholder appearing on the books of the CompanyHolder, the obligation to deliver to the Warrantholder Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder Holder may be entitled to receive, and containing an express assumption by the successor corporation of the due and punctual performance and observance of each provision of this Warrant to be performed and observed by the Company and of all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder such successor corporation will issue a new warrant revised to reflect the modifications in this Warrant effected pursuant to this Section 5.B.Company, if any, as provided herein.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its the capital stock of the Company to another corporation, or the sale of all or substantially all of the assets or properties of the Company to another corporation, shall be effected in such a way manner so that holders Holder of Company Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Company Common Stock, then then, and in such event, the following provisions shall apply: 1. As a condition (a) Not more than 45 or less than 15 days prior to the consummation of any such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 5.Bcollectively, "Reorganization Transactions"), lawful and adequate provisions the Company shall notify the Holder of the Reorganization Transaction (at the same time notice of same shall be made whereby generally available to the Warrantholder shall thereafter have the right to purchase and receive upon other Holders of Company Common Stock), describing in such notice in reasonable detail the terms and conditions specified in this Warrant and in lieu of the Warrant Shares immediately theretofore receivable upon Reorganization Transaction and the exercise of the rights represented hereby, such shares of stock, securities or assets as may to be issued or payable received with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. 2. In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then . In the event the Holder exercise this Warrant Purchase Price in effect immediately not more than 45 or less than 15 days prior to the consummation of the Reorganization Transaction, such merger or consolidation Holder shall be adjusted entitled to receive stock, securities or assets with respect to or in exchange for Common Stock (collectively, "Reorganization Consideration") on the same basis as the other Holder of Company Common Stock participating in the same manner Reorganization Transaction as though there were a subdivision or combination if such Holder had previously exercised this Warrant and held such number of Warrant Shares to which they are entitled based on the outstanding shares of Common Stock of the CompanyExercise Price. 3. (b) The Company shall not effect any such consolidation, merger or sale Reorganization Transaction unless prior to or simultaneously simultaneous with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets therefrom shall assume, assume by written instrument executed and mailed or delivered made available to the Warrantholder Holder at the last address of the Warrantholder Holder appearing on the books of the Company, the obligation to deliver to the Warrantholder Holder such shares of stock, securities or assets assets, as, in accordance with the foregoing provisions, the Warrantholder Holder may be entitled to receive, any and all other liabilities and obligations of the Company hereunder. Upon In the event the Holder of this Warrant shall not exercise the Warrant prior to or simultaneous with consummation of the Reorganization Transaction, such Holder shall be entitled to receive a warrant to purchase Common Stock in the successor corporation (if other than the Company) which shall be appropriately adjusted as to exercise price, number of shares which may be purchased thereunder and other terms, so as to equitably reflect the Reorganization Transaction and entitle the Holder to purchase that number of shares of Common Stock of the successor corporation equivalent in value to the consideration that such Holder would have received had Holder exercised this Warrant immediately prior to or simultaneously with such Reorganization Transaction. In the event the successor corporation (if other than the Company) resulting from the Reorganization Transaction shall be a privately-held company and the Reorganization Consideration, in part or in whole, shall be in the form of securities for which there is no readily ascertainable market value by virtue of not being traded on any national market or exchange, the Company shall not effect any such Reorganization Transaction unless prior to or simultaneous with the consummation thereof, the successor corporation shall agree by written request instrument executed and made available to the Holder at the last address of the Holder appearing on the books of the Company to pay to the Holder a cash amount equivalent in value to the difference between the Exercise Price and the Fair Market Value multiplied by the Warrantholder number of Warrant Shares that such successor corporation will issue a new warrant revised to reflect Holder would have received had the modifications in Holder exercised this Warrant effected pursuant immediately prior to or simultaneously with such Reorganization Transaction. (c) If a purchase, tender or exchange offer is made to and accepted by a holder of more than fifty (50%) percent of the outstanding shares of Common Stock of the Company, the Company shall, prior to the consummation of any consolidation, merger or sale to or with the person, firm or corporation having made such offer or any affiliate of such person, firm or corporation, give the Holder a reasonable opportunity of not less than 10 days to elect to receive upon the exercise of this Section 5.B.Warrant, either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous Holder of the Common Stock in accordance with such purchase tender or exchange offer.

Reorganization and Asset Sales. Subject to the terms and provisions in the Stockholders Agreement, if If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation consolidation, merger or merger share exchange of the Company with another corporation, or the sale sale, transfer or other disposition of all or substantially all of its assets to another corporation, person shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stocktheir shares, then the following provisions shall apply: 1. (i) As a condition of such reorganization, reclassification, consolidation, merger merger, share exchange, sale, transfer or sale other disposition (except as otherwise provided below in this Section 5.B5(e)), lawful and adequate provisions shall be made whereby the Warrantholder Xxxxxx shall thereafter have the right to purchase and receive upon the terms and conditions specified in this Warrant Agreement and in lieu of the Warrant Option Shares immediately theretofore receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of Warrant Option Shares immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger merger, share exchange, sale, transfer or sale other disposition not taken place, and in any such case appropriate provision reasonably satisfactory to Xxxxxx shall be made with respect to the rights and interests of Xxxxxx to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Option Exercise Price and of the number of Option Shares receivable upon the exercise) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Option. 2. (ii) In the event of a merger merger, share exchange or consolidation of the Company with or into another corporation as a result of which a number of shares of Common Stock common stock of the surviving corporation greater or lesser than the total number of shares of Common Stock of the Company outstanding immediately prior to such merger merger, share exchange or consolidation are issuable to holders of Common Stock of the Companycompany, then the Warrant Purchase number of Option Shares purchasable hereunder and the amount of the Option Exercise Price in effect immediately prior to such merger merger, share exchange or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. 3. (iii) The Company shall not effect any such consolidation, merger merger, share exchange, sale, transfer or sale other disposition unless prior to or simultaneously with the consummation thereof the successor or acquiring corporation (if other than the Company) resulting from such consolidation consolidation, share exchange or merger or the corporation person purchasing or otherwise acquiring such assets shall assume, have assumed by written instrument reasonably satisfactory to Xxxxxx, and executed and mailed or delivered to the Warrantholder at the last address Xxxxxx care of the Warrantholder appearing on the books of the Nottingham Investment Company, 000 Xxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, 00000, the obligation to deliver to the Warrantholder Xxxxxx such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder Xxxxxx may be entitled to receive, and all other liabilities and obligations of the Company hereunder. Upon written request by the Warrantholder Xxxxxx such successor or acquiring corporation will issue a new warrant option agreement revised to reflect the modifications in this Warrant Agreement effected pursuant to this Section 5.B.5(e). (iv) If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger, share exchange or sale, transfer or other disposition of all or substantially all of the Company's assets with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger, share exchange, sale, transfer or other disposition Xxxxxx shall have been given a reasonable opportunity to then elect to receive upon the exercise of the Option either the stock, securities or assets then issuable with respect to the Common Stock of the Company or the stock, securities or assets, or the equivalent, issued to previous holders of Common Stock in accordance with such offer.