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 (a) effect a reorganization, (b) consolidate with or merge into any other person (other than any such consolidation or merger involving the Company in which shares of the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation, or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation), 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, then, in each such case, as a condition to the consummation of such a transaction, 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 reorganization, 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 and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

Reorganization, Consolidation, Merger, etc. In case at any time or from orfrom time to time, the Company shall (a) effect a reorganizationcapital reorganization or reclassification of its capital stock, (b) consolidate with or merge into any other person (other than any such consolidation or merger involving the Company in which shares of the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation, or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation)person, or (c) transfer all or substantially all of its properties or assets to any other person corporation or other business entity under any plan or arrangement contemplating the dissolution of the Company, then, ,in each such case, as a condition to the consummation of such a transaction, 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 reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of lieuof 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 such Holder holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4Sections 3 and 5. The Company will not effect any such consolidation, merger or sale unless, prior to 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 mailed or delivered to the holder of this Warrant at the last address of such holder appearing on the books of theCompany (a) the obligation to delivery to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and (b) the obligations of the Company under the Registration Rights Agreement.

Reorganization, Consolidation, Merger, etc. In case at any ------------------------------------------ time or from time to time, the Company shall (ai) effect a reorganizationreorganization (other than a combination, reclassification, exchange or subdivision of shares, as otherwise provided for herein), (bii) consolidate with or merge into any other person (other than any such consolidation entity or merger involving the Company in which shares of the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporationperson, or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation), or (ciii) transfer all or substantially all of its properties or assets to any other entity or person including under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, then, as a condition to the consummation part of such a transactionreorganization, proper and adequate merger, consolidation, sale or transfer, lawful provision shall be made by so that the Company whereby the Holder of this Warrant4W Holder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation consolidation, merger, sale or merger transfer or the effective date of such dissolutionreorganization, consolidation, merger, sale or transfer, as the case may be, shall be entitled to receive, in lieu of the Common Stock (or Other Securitiesother securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such the Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such the Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in this Section 43.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganizationcapital reorganization or reclassification of its capital stock, (b) consolidate with or merge into any other person (other than any such consolidation or merger involving the Company in which shares of the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation, or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation)person, or (c) transfer all or substantially all of its properties or assets to any other person corporation or other business entity under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, 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 reorganization, 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 and property (including cash) to which such Holder holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4Sections 3 and 5. The Company will not effect any such consolidation, merger or sale unless, prior to 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 mailed or delivered to the holder of this Warrant at the last address of such holder appearing on the books of the Company, the obligation to delivery to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person (other than any such consolidation or merger involving where the Company in which shares of consideration to be received by the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation, or (ii) if the surviving or resulting corporation ’s stockholders is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation)Other Securities, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement not contemplating the dissolution of the CompanyCompany or where the consideration to be received by the Company is Other Securities, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this WarrantHolder, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolutionmerger, 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) Other Securities to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may beconsummation, if such Holder had so exercised this Warrant, immediately prior theretothereo, all subject to further adjustment thereafter as provided in Section 4. Upon any reorganization, consolidation, merger or transfer (not followed by dissolution) referred to in this Section 3.3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger, as the case may be, and shall be binding upon the issuer of any such Other Securities.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (aA) effect a reorganization, (bB) consolidate with or merge into any other person (other than any such consolidation or merger involving the Company in which shares of the Company's capital stock outstanding immediately prior to such consolidation or merger continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such consolidation or merger at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation, or (ii) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such consolidation or merger, the parent of such surviving or resulting corporation), or (cC) 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, then, in each such case, as a condition to the consummation of such a transaction, notice shall be provided to the Holder of this Note as set forth in this Section 2.1(c)(i) and 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 1 this Article II, at any time after the consummation of such reorganization, 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 Securitiesother securities) issuable on such exercise conversion prior to such consummation or such effective date, the stock and other securities and property property, including cash (including cash) collectively, the "Other Securities and Property"), to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if 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). In each case of (A), (B) or (C) in this Section 2.1(c)(i), the Company shall provide written notice to the Holder in accordance with Section 4.2 hereof at the earliest practicable time (in any event, not less than fifteen (15) days before any record date or 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 entitled to participate in any such reorganization, consolidation, merger, sale or dissolution, as the case may be.