Common use of Reorganization, Consolidation, Merger Clause in Contracts

Reorganization, Consolidation, Merger. In case the Company after the Original Issue Date 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, the Holder of this Warrant, upon the exercise hereof as provided in Section 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 entitled to receive (and the Company or its successors or assigns shall be entitled to deliver), in lieu of the Underlying Securities issuable upon 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. 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 of no force and effect. In any such case, the Company (or its successors or assigns) shall be entitled to make appropriate adjustments in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such reorganization, merger, consolidation or dissolution. The Company shall not effect any such reorganization, consolidation, merger or dissolution, unless prior to or simultaneously with the consummation thereof, the successor corporation resulting from such consolidation or merger or the corporation purchasing such assets shall confirm or assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other obligations of the Company under this Warrant.

Reorganization, Consolidation, Merger. In case the event of any reorganization of the Company after (or any other corporation, the Original Issue Date stock or other securities of which are at the time receivable on the exercise of this Warrant), or the Company (or any such other corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, another corporation or (c) transfer convey all or substantially all of its properties or assets to any other Person under any plan or arrangement contemplating the dissolution of the Companyanother corporation, then, then and in each such case, case the Holder of this Warrant, upon the exercise hereof as provided in Section 3 2, at any time after the consummation of such reorganization, consolidation or consolidation, merger or the effective date of such dissolution, as the case may beconveyance, shall be entitled to receive (and the Company or its successors or assigns shall be entitled to deliver)receive, in lieu of the Underlying Securities issuable upon such exercise prior to such consummation stock or such effective date, the stock and other securities and property (including cash) receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or 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 this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6. Upon receipt In each such case the terms 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 applicable to the shares of no force and effect. In any such case, stock or other securities or property receivable upon the Company (or its successors or assigns) shall be entitled to make appropriate adjustments in the application of the provisions exercise of this Warrant after such consummation; provided, however, that if such reorganization, consolidation or merger is with respect to any entity affiliated with the Company or any of its officers or directors, and would result in the elimination of all or substantially all of the rights and to voting interests of the Holder in the surviving corporation, such Holder upon exercise hereof after such reorganization, merger, consolidation or dissolution. The Company shall not effect any such reorganization, consolidation, merger or dissolution, unless prior to or simultaneously with the consummation thereof, the successor corporation resulting from such consolidation or merger shall be entitled to receive, at the Holder's option, in lieu of the stock or the corporation purchasing such assets shall confirm or assume, by written instrument, the obligation to deliver to each Holder the shares of stock, cash, other securities or assets property to whichwhich such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, cash or voting securities in accordance with the foregoing provisions, each proportions that the Holder may be entitled elect in the surviving corporation in an amount equivalent to and all other obligations the fair market value of the voting interest in the Company under this Warrantthat such Holder would have received had the Warrant been exercised prior to such consummation.

Reorganization, Consolidation, Merger. In case Etc. If there occurs any capital reorganization or any reclassification of the Common Stock of the Company, the consolidation or merger of the Company after the Original Issue Date shall (a) effect a reorganization, (b) consolidate with or merge into another person (other than a merger or consolidation of the Company in which the Company is the continuing entity and which does not result in any other Person, reorganization or (creclassification of its outstanding Common Stock) transfer or the sale or conveyance of all or substantially all of its properties or the assets to any other Person under any plan or arrangement contemplating the dissolution of the CompanyCompany to another person, then, in each as a condition precedent to any such casereorganization, reclassification, consolidation, merger, sale or conveyance, the Holder will be entitled to receive upon surrender of this Warrant, upon Warrant to the exercise hereof as provided in Section 3 at any time after Company (x) to the extent there are cash proceeds resulting from the consummation of such reorganization, consolidation reclassification, consolidation, merger, sale or merger or conveyance, in exchange for such Warrant, cash in an amount equal to the effective date cash proceeds that would have been payable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such dissolutionreorganization, as reclassification, consolidation, merger, sale or conveyance, less the case may beaggregate Exercise Price payable upon exercise of this Warrant, shall and (y) to the extent that the Holder would be entitled to receive Common stock (and the Company or its successors Other Securities) (in addition to or assigns shall be entitled to deliver), in lieu of the Underlying Securities issuable upon 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 cash 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 of no force and effect. In any such case, the Company (or its successors or assigns) shall be entitled to make appropriate adjustments in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such reorganization, merger, consolidation or dissolution. The Company shall not effect any such reorganization, reclassification, consolidation, merger merger, sale or dissolution, unless prior to or simultaneously with the consummation thereofconveyance), the successor corporation resulting from such consolidation or merger or the corporation purchasing such assets shall confirm or assume, by written instrument, the obligation to deliver to each Holder the shares same kind and amounts of stock, cash, other securities or assets other assets, or both, that are issuable or distributable to which, in accordance with the foregoing provisions, each Holder may be entitled to and all other obligations holders of outstanding Common Stock (or Other Securities) of the Company under with respect to their Common Stock (or Other Securities) upon such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have been deliverable to the Holder had the Holder exercised such Warrant immediately prior to the consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance less an amount of such securities having a value equal to the aggregate Exercise Price payable upon exercise of this Warrant.