Common use of Reorganization, Consolidation, Merger, etc Clause in Contracts

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Change, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the Holder would have been entitled upon such consummation of a Fundamental Change if the Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1hereof, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock Warrant Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4herein. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised unpaid principal portion thereofthereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Change, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the Holder would have been entitled upon such consummation of a Fundamental Change if the Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 42. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case that at any time or from time to time, the Company shall (a) effect any merger, a capital reorganization, restructuringrecapitalization, reverse stock splitsubdivision or reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, consolidationor a change in par value, sale or from par value to no par value or from no par value to par value), (b) effect an exchange or conversion of the Common Stock for or into securities of another corporation or other entity, (c) effect a consolidation or merger of the Company with or into any other person (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), or (d) effect a sale, lease or other conveyance of all or substantially all of the assets of the Company’s assets , in any such case in a way that upon such transaction holders of Common Stock would be entitled to receive stock, securities, cash and/or other property with respect to or any similar transaction or related transactions (each such transaction, a “Fundamental Change”)in exchange for their shares of Common Stock, then, in each such case, : (x) as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, 1 at any time after the consummation of such Fundamental Changetransaction, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective datehereunder, the stock and and/or other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change transaction ("Transaction Consideration"), if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. If Sections 4 and 5 and (y) from and after the Company at any time shallclosing of such transaction, by reclassification or otherwise, change the Common Stock into the same or a different number holder of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, Warrant shall thereafter be deemed to evidence only have the right to purchase an adjusted number receive the Transaction Consideration upon exercise of such securities and kind of securities as would have been issuable as the result of such change this Warrant in accordance with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other changeits terms.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect any merger, a reorganization, restructuring(b) consolidate with or merge into any other person, reverse (c) reclassify its shares of capital stock splitin such a manner as would effect its Common Stock, consolidation, sale of or (d) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such Fundamental Changereorganization, consolidation, merger, or reclassification or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change or in connection with such dissolution, as the case may be, if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change3.

Reorganization, Consolidation, Merger, etc. Reclassification. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this WarrantNote, on the exercise hereof as provided in Section 1conversion hereof, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock Conversion Shares issuable on such exercise conversion prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change if the such Holder had so exercised converted this WarrantNote, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 43(d). If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this WarrantNote, as to the unexercised unpaid principal portion thereofthereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this WarrantNote, on the exercise hereof as provided in Section 1Conversion Date, with respect to any conversion occurring at any time after the consummation occurrence of such Fundamental Change, shall receive, in lieu of the Common Stock (or other securities) issuable on such exercise conversion prior to the occurrence of such consummation or such effective dateFundamental Change, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation the occurrence of a Fundamental Change if the such Holder had so exercised converted this WarrantNote, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4herein. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this WarrantNote, as to the unexercised unpaid Principal portion thereofthereof and accrued Interest thereon, shall thereafter be deemed to evidence the right to purchase be issued an adjusted number of such securities and kind of securities as would have been issuable upon conversion of this Note as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect any merger, a reorganization, restructuring(b) consolidate with or merge into any other Person, reverse stock split, consolidation, sale of or (c) transfer or sell all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the Company’s assets or any similar transaction or related transactions dissolution of the Company (each such transaction, a “Fundamental Change”other than as set forth below in Section 3.2), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, 1 at any time after the consummation of such Fundamental Changereorganization, consolidation or merger or the effective date of such transfer or sale , as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change such transaction or in connection with such dissolution, as the case may be, if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. If In addition, the successor or acquiring entity shall expressly assume the due and punctual performance of each covenant, agreement, obligation and condition of this Warrant to be performed and observed by the Company at any time shalland all obligations and liabilities hereunder, by reclassification or otherwiseincluding, change but not limited to the Common Stock into provisions of Section 4 hereunder. Any such provision shall include provision for adjustments equivalent in all respects to the same or a different number adjustments contained in Section 4 of securities of any class or classes that may be issued or outstanding, this Warrant. The foregoing provisions of this Section 3.1 similarly apply to successive reorganizations, as to the unexercised portion thereofconsolidations, shall thereafter be deemed to evidence the right to purchase an adjusted number mergers and/or transfer or sale of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.properties or

Reorganization, Consolidation, Merger, etc. (a) In case at any time or from time to time, the Company shall shall, (i) effect any merger, a reorganization, restructuring(ii) consolidate with or merge into any other person, reverse stock split, consolidation, sale of (iii) sell all or substantially all of the Company’s its assets or any similar transaction have all or related transactions substantially all of its stock sold or (iv) dissolve (each such transaction, a “Fundamental Change”), "Major Transaction") then, in each such case, as a condition to the consummation of such a Fundamental Change, proper and adequate provision shall be made by the Company whereby the Holder holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock issuable on such exercise prior to such consummation or such effective datetransaction, the stock and other securities and property (including cash) to which the Holder such holder would have been entitled upon such consummation of a Fundamental Change such transaction if the Holder such holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. If In each such case, appropriate adjustment (as determined in good faith by the Company at any time shall, by reclassification or otherwise, change Board of Directors of the Common Stock into Company) shall be made in the same or a different number application of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change provisions herein set forth with respect to the Common Stock rights and interests thereafter of the holder of this Warrant to the end that the provisions set forth herein (including those relating to adjustments of the Purchase Price) shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property deliverable upon the exercise hereof as if this Warrant had such Warrant been exercised immediately prior to such reclassification or other changetransaction.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect any merger, a reorganization, restructuring, reverse stock split, consolidation, sale of (b) consolidate with or merge into any other person or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, notice shall be provided to the Holder of this Warrant as set forth in this Section 2.1 and proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1, at any time after the consummation of such Fundamental Changereorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities Other Securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change or in connection with such dissolution, as the case may be, if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in this Section 42. If In each case of (a), (b) or (c) in this Section 2.1, the Company shall provide written notice to the Holder in accordance with Section 9 hereof at the earliest practicable time (in any time shallevent, by reclassification not less than fifteen (15) days before any record date or otherwise, change other date set for definitive action) of the date on which the books of the Company will close or a record will be taken for determining holders of Common Stock into the same entitled to participate in any such reorganization, consolidation, merger, sale or a different number of securities of any class or classes that may be issued or outstanding, this Warrantdissolution, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other changecase may be.

Reorganization, Consolidation, Merger, etc. Reclassification. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this WarrantNote, on the exercise hereof as provided in Section 1conversion hereof, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock Conversion Shares issuable on such exercise conversion prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change if the such Holder had so exercised converted this WarrantNote, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 42.1(c)(iv). If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this WarrantNote, as to the unexercised unpaid principal portion thereofthereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any mergerreorganize its capital, reorganizationreclassify its capital stock, restructuring, reverse stock split, consolidation, sale of all consolidate or substantially all merge with or into another corporation where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company’s assets Company (other than as a result of a subdivision, combination, reclassification or any similar transaction or related transactions (each such transaction, a “Fundamental Change”stock dividend provided for in Section 5 above), then, in each such case, as a condition to the consummation of such a Fundamental Changereclassification, proper and adequate reorganization, or change, lawful provision shall be made by made, and duly executed documents evidencing the same from the Company whereby 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, on the exercise hereof as provided in Section 1, at any time after the consummation kind and amount of such Fundamental Change, shall receive, in lieu shares of the Common Stock issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which receivable in connection with such reorganization, reclassification, consolidation or merger by a holder of the same number of shares of Common Stock as were purchasable by the Holder would have been entitled upon such consummation of a Fundamental Change if the Holder had so exercised this Warrant, immediately prior theretoto such reclassification, all subject to further adjustment thereafter as provided in Section 4reorganization, or change. If the Company at In any time shallsuch case, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may appropriate provisions shall be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change made with respect to the Common Stock had such Warrant been exercised immediately prior rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to such reclassification any shares of stock or other changesecurities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1hereof, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock Warrant Shares issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change if the such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4herein. If the Company at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Warrant, as to the unexercised portion thereof, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.

Reorganization, Consolidation, Merger, etc. Reclassification. In case at any time or from time to time, the Company shall shall, subject to Section 1.5 hereof, effect any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, a “Fundamental Change”), then, in each such case, as a condition to the consummation of such a Fundamental Changetransaction, proper and adequate provision shall be made by the Company whereby the Holder of this WarrantNote, on the exercise conversion hereof as provided in Section 1Article II, at any time after the consummation of such Fundamental Change, shall receive, in lieu of the Common Stock Conversion Shares (or Other Securities) issuable on such exercise conversion prior to such consummation or such effective date, the stock and other securities and property (including cash) to which the such Holder would have been entitled upon such consummation of a Fundamental Change if the such Holder had so exercised converted this WarrantNote, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 42.1(c)(E). If the Company Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this WarrantNote, as to the unexercised unpaid principal portion thereofthereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock had such Warrant been exercised immediately prior to such reclassification or other change.