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 receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, either (x) in the event of the consummation of a reorganization, consolidation or merger, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4, or (y) in the event of dissolution, cash equal to the then current value of this Warrant as determined in accordance with the Black Scholes option pricing formula. Upon the occurrence of any stock split, stock dividend, combination of shares or reverse stock split pertaining to the Common Stock, the Fixed Conversion Price shall be proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Common Stock issued and outstanding as a result of such stock split, stock dividend, combination of shares or reverse stock split.

Reorganization, Consolidation, Merger, etc. In case at any time or from time to time, the Company shall (a) effect a reorganizationreorganize its capital, (b) reclassify its capital stock, consolidate or merge with or merge into any other person, another corporation where the Company is not the surviving corporation or (c) transfer all where there is a change in or substantially all of its properties or assets distribution with respect to any other person under any plan or arrangement contemplating the dissolution Common Stock of the CompanyCompany (other than as a result of a subdivision, combination, reclassification or stock dividend provided for in Section 5 above), then, in each such case, as a condition to the consummation of such a transactionreclassification, 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 reorganization, consolidation or merger or the effective date shares 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, either (x) in the event of the consummation of a reorganization, consolidation or merger, the stock and other securities and property (including cash) to which receivable in connection with such Holder would have been entitled upon such consummation if such Holder had so exercised this Warrantreorganization, immediately prior theretoreclassification, all subject to further adjustment thereafter as provided in Section 4, consolidation or (y) in merger by a holder of the event same number of dissolution, cash equal to the then current value of this Warrant as determined in accordance with the Black Scholes option pricing formula. Upon the occurrence of any stock split, stock dividend, combination of shares or reverse stock split pertaining to the Common Stock, the Fixed Conversion Price shall be proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Common Stock issued as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case, appropriate provisions shall be made with respect to the rights and outstanding as a result interest of such the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock splitor other securities and property deliverable upon exercise hereof, stock dividendand appropriate adjustments shall be made to the purchase price per share payable hereunder, combination of shares or reverse stock splitprovided the aggregate purchase price shall remain the same.

Reorganization, Consolidation, Merger, etc. 3.1.1. 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, (c) enter into any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock), in connection with which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (excluding any such transaction where the other party is an affiliate of the Company and each Holder receives an interest in the affiliate equivalent and proportional to its interest in the Company), or (cd) 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 (including a constructive trust over any proceeds) shall be made by the Company whereby the Holder of this WarrantHolder, on the exercise hereof as provided in Section 1 of this Warrant at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolutionevent, 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, either (x) in the event of the consummation of a reorganization, consolidation or merger, 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 this Section 43. In case of a transaction described in this Section 3.1.1, the surviving or acquiring person or the Company, as appropriate, shall deposit promptly with the Warrant Agent (yas defined below) the funds, if any, necessary to pay to the holders of the Warrants the amounts to which they are entitled as described above. After such funds and the surrendered Warrant certificates are received, the Warrant Agent is required to deliver a check in such amount as is appropriate (or, in the event case of dissolutionconsideration other than cash, cash equal such other consideration as is appropriate) to such person or persons as it may be directed in writing by the Holders surrendering such Warrants. 3.1.2. Upon any transaction described in Section 3.1.1, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the then current value shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as determined provided in accordance with Section 3.1. 1. In the Black Scholes option pricing formula. Upon event this Warrant does not continue in full force and effect after the occurrence consummation of any stock splitthe transactions described in Section 3.1.1, stock dividendthen the Company’s securities and property (including cash, combination of shares or reverse stock split pertaining where applicable) receivable by the Holder will be delivered to the Common Stock, the Fixed Conversion Price shall be proportionately increased or decreased as necessary to reflect the proportionate change in the shares of Common Stock issued and outstanding as a result of such stock split, stock dividend, combination of shares or reverse stock splitHolder.