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, 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 be permitted to exercise the Warrant as if such exercise occurred previous to the reorganization, consolidation, merger, as set forth above, and receive the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, any other stock and other securities and property (including cash) to which such Common Stock holder would be entitled, all subject to further adjustment thereafter as provided in Section 4. Further, pursuant to an occurrence or transaction contemplated in this paragraph, the Company may, in its sole discretion, choose to redeem the then outstanding warrants for cash, rather than allow the warrants to remain outstanding subsequent to any occurrence or transaction contemplated in this paragraph. The cash value of the warrants will be the value of the consideration received by the Common Stock holders minus the then current exercise price of the warrants.

Reorganization, Consolidation, Merger, etc. (a) In case at any time or from time to time, the Company shall (ai) effect a reorganization, (bii) consolidate with or merge into any other personperson (other than as contemplated in Section 3.1(b) below), or (ciii) 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 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 dissolution, as the case may be, shall be permitted to exercise the Warrant as if such exercise occurred previous to the reorganizationreceive, consolidation, merger, as set forth above, and receive in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, any other the stock and other securities and property (including cash, where applicable) to which such Common Stock holder Holder would be entitledhave 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. Further, pursuant . (b) Notwithstanding anything to an occurrence or transaction contemplated the contrary contained in this paragraphSection 3.1(a) above, the Company mayHolder agrees that, in its the event of a consolidation or merger of the Company with or into any other person in which the sole discretion, choose to redeem the then outstanding warrants for consideration is cash, rather than allow the warrants Holder shall, upon the written request of the Company, elect either (i) to remain outstanding subsequent exercise this Warrant, in which event such exercise will be deemed effective immediately prior to any occurrence the consummation of such transaction or transaction contemplated (ii) not to exercise this Warrant, in which event this paragraphWarrant will expire upon the consummation of such transaction. The cash value Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with the contemplated transaction giving rise to such notice), which is to be delivered to the Holder not less than ten (10) days prior to the closing of the warrants will be the value of the consideration received by the Common Stock holders minus the then current exercise price of the warrantsproposed transaction.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into any other personPerson, or (c) transfer all or substantially all of its properties or assets to any other person 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 upon the exercise hereof as provided in Section 1 3 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 be permitted entitled to exercise receive (and the Warrant as if such exercise occurred previous Company or its successors or assigns shall be entitled to deliver), in lieu of the reorganization, consolidation, merger, as set forth above, and receive the Common Stock (or Other Securities) Underlying Securities issuable on upon such exercise prior to such consummation or such effective date, any other the stock and other securities and property (including cash) to which such Common Stock holder 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. Upon receipt of such stock and other securities and property (including cash), if any, the rights of the Holder under this Warrant shall terminate and cease and this Warrant shall expire and be entitled, all subject to further adjustment thereafter as provided in Section 4of no force and effect. Further, pursuant to an occurrence or transaction contemplated in this paragraphIn any such case, the Company may, (or its successors or assigns) shall be entitled to make appropriate adjustments in its sole discretion, choose to redeem the then outstanding warrants for cash, rather than allow the warrants to remain outstanding subsequent to any occurrence or transaction contemplated in this paragraph. The cash value application of the warrants will be provisions of this Warrant with respect to the value rights and interests of the consideration received by the Common Stock holders minus the then current exercise price of the warrantsHolder after such reorganization, merger, consolidation or dissolution.

Reorganization, Consolidation, Merger, etc. (a) In case at any time or from time to time, the Company shall (ai) effect a reorganization, (bii) consolidate with or merge into any other personperson (other than as contemplated in Section 3.1(b) below), or (ciii) 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 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 dissolution, as the case may be, shall be permitted to exercise the Warrant as if such exercise occurred previous to the reorganizationreceive, consolidation, merger, as set forth above, and receive in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, any other the stock and other securities and property (including cash, where applicable) to which such Common Stock holder Holder would be entitled, all subject have been Warrant (b) Notwithstanding anything to further adjustment thereafter as provided the contrary contained in Section 4. Further, pursuant to an occurrence or transaction contemplated in this paragraph3.1(a) above, the Company mayHolder agrees that, in its the event of a consolidation or merger of the Company with or into any other person in which the sole discretion, choose to redeem the then outstanding warrants for consideration is cash, rather than allow the warrants Holder shall, upon the written request of the Company, elect either (i) to remain outstanding subsequent exercise this Warrant, in which event such exercise will be deemed effective immediately prior to any occurrence the consummation of such transaction or transaction contemplated (ii) not to exercise this Warrant, in which event this paragraphWarrant will expire upon the consummation of such transaction. The cash value Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with the contemplated transaction giving rise to such notice), which is to be delivered to the Holder not less than ten (10) days prior to the closing of the warrants will be the value of the consideration received by the Common Stock holders minus the then current exercise price of the warrantsproposed transaction.