Common use of Reorganization, etc Clause in Contracts

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with or into any other person, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchanged.

Reorganization, etc. If at any time after the date of this Warrant hereof any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with another corporation, or into the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the registered holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant, had such reorganization, reclassification, consolidation, merger, or sale not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the registered holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as nearly as may be in relation to any other personshare of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof, thereof the successor entity corporation (if other than the Company) resulting from such reorganization, reclassification consolidation or merger merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to Warrantholder, the Company the obligation to deliver to Warrantholder the registered holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder such holders may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedpurchase.

Reorganization, etc. If at any time after the date of issuance of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other personPerson (other than a merger or consolidation in which the Company is the surviving or continuing corporation and which does not result in any reclassification of, or change (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock) or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a "Reorganization Event"), shall be effected in such a way that the holders of Common Stock shall be entitled to receive cash, stock, other securities and/or or assets (whether such cash, stock, other securities and/or or assets are issued or distributed by the Company or another personPerson) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of cash, stock, other securities and/or or assets receivable upon such reorganization, reclassification, consolidation or merger Reorganization Event by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganizationReorganization Event, reclassificationsubject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6.1. Notwithstanding the foregoing, consolidation if more than 20% in aggregate value of the cash, stock, other securities or mergerassets deliverable to such holder in accordance with the foregoing provisions of this Section 6(b) would consist of cash or debt securities, then the Warrantholder shall have the right (the "Special Reorganization Right") at its election, exercisable by giving written notice to the Company prior to 120 days following the consummation of such Reorganization Event to receive from the Company, and the Company shall pay to the Warrantholder promptly after the exercise by the Warrantholder of the Special Reorganization Right, instead of the cash, stock, other securities or assets otherwise deliverable to such holder, an amount of cash equal to the fair market value of this Warrant immediately prior to the announcement of such Reorganization Event, to be determined by an Independent Financial Expert giving due consideration to such factors as the financial condition and prospects of the Company, the remaining unexpired term of the Warrant and the market price of the Common Stock of the Company after announcement of such Reorganization Event. The Company shall not effect enter into any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with or into any other person, transactions referred to in this Section 6.1(b) unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price effective provision shall be adjusted, if necessary, made so that as to give effect to the aggregate Exercise Price for exercise of provisions set forth in this Warrant in full will be unchangedSection 6.1(b).

Reorganization, etc. If at any time after the date of this Warrant Agreement any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation Shares of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common StockCompany, or consolidation or merger of the Company with another corporation, or into any other personsale of all or substantially all of its assets to another corporation is effective, unless then, as a condition of the reorganization, reclassification, consolidation, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Common Shares of the Company purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants, the shares of stock, securities or simultaneously assets that may be issued or payable with respect to or in exchange for a number of outstanding Common Shares equal to the number of Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants if the reorganization, reclassification, consolidation, merger or sale had not taken place. Appropriate provisions shall be made in connection with a reorganization, reclassification, consolidation, merger or sale with respect to the rights and interests of the Warrant holders to the end that the provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon exercise of the Warrants) shall immediately after the transaction be applicable as nearly as possible to any shares of stock, securities or assets deliverable immediately after the transaction upon the exercise of the Warrants. The Company shall not effect any consolidation, merger or sale unless, prior to the consummation thereofof the transaction, the successor entity corporation (if other than the Company) resulting from such reorganization, reclassification the consolidation or merger shall assume merger, or the corporation purchasing the assets, assumes by written instrument executed and delivered to Warrantholder, the Warrant Agent the obligation to deliver to Warrantholder such the Warrant holders the shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder provisions that the holders may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedpurchase.

Reorganization, etc. If at any time after the date of this Warrant hereof any capital reorganization or reclassification (other than pursuant to Section 4.01 hereof) of the Common Stock of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of the outstanding shares of Common Stock or the conversion or exchange of such outstanding shares into shares of other stock or other securities or property), or the sale of all or substantially all of its assets to another corporation or other similar event shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, or sale, lawful and fair provision shall be made whereby the Warrant holders shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrants had such exercise occurred in full prior to such reorganization, reclassification, consolidation, merger, or sale. In such event appropriate provision shall be made with respect to the rights and interests of the Warrant Holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any other personshare of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, or sale unless prior to or simultaneously with the consummation thereof, thereof the successor entity corporation (if other than the Company) resulting from such reorganization, reclassification consolidation or merger merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to Warrantholder, the Warrant Agent the obligation to deliver to Warrantholder the Warrant Holders such shares of stock, securities securities, or assets as, in accordance with the foregoing provisionsprovision, Warrantholder such Holders may be entitled to receivepurchase. In the event of sale or conveyance or other transfer of all or substantially all of the assets of the Company as a part of a plan for total liquidation of the Company, all rights to exercise any Warrant shall terminate 30 days after the Company gives notice to each Holder that such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedsale or conveyance or other transfer has been consummated.

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, or any sale or lease or other transfer of all or substantially all of the assets of the Company to any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or or assets (whether such stock, other securities and/or or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or or assets receivable upon such reorganization, reclassification, consolidation consolidation, merger or merger sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation consolidation, merger or mergersale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The Company shall not effect any such capital reorganizationconsolidation, reclassification of the Common Stockmerger or sale, lease or consolidation or merger of the Company with or into any other persontransfer, unless prior to or simultaneously with the consummation thereof, the successor entity person (if other than the Company) resulting from such reorganization, reclassification consolidation or merger merger, or such person purchasing, leasing or otherwise acquiring such assets, shall assume assume, by written instrument executed and delivered to Warrantholderinstrument, the obligation to deliver to the Warrantholder such the shares of stock, securities or assets asto which, in accordance with the foregoing provisions, the Warrantholder may be entitled to receiveand all other obligations of the Company under this Warrant. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise The provisions of this Warrant in full will be unchangedparagraph (c) shall apply to successive reorganizations, reclassifications, consolidations, mergers, sales, leasing transactions and other transfers.

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other personPerson, or any sale or lease or other transfer of all or substantially all of the assets of the Company to any other Person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or or assets (whether such stock, other securities and/or or assets are issued or distributed by the Company or another personPerson) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or or assets receivable upon such reorganization, reclassification, consolidation share exchange or consolidation, merger or sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation share exchange or mergerconsolidation, merger or sale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The Company shall not effect any such capital reorganizationshare exchange or consolidation, reclassification of the Common Stockmerger or sale, lease or consolidation or merger of the Company with or into any other persontransfer, unless prior to to, or simultaneously with with, the consummation thereof, the successor entity Person (if other than the Company) resulting from such reorganization, reclassification share exchange or consolidation or merger merger, or such Person purchasing, leasing or otherwise acquiring such assets, shall assume assume, by written instrument executed and delivered to Warrantholderinstrument, the obligation to deliver to the Warrantholder such the shares of stock, securities or assets asto which, in accordance with the foregoing provisions, the Warrantholder may be entitled to receiveand all other obligations of the Company under this Warrant. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise The provisions of this Warrant in full will be unchangedparagraph (c) shall apply to successive reorganizations, reclassifications, consolidations, mergers, sales, leasing transactions and other transfers.

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other personPerson or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other Person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or securities, cash or other assets (whether such stock, other securities and/or securities, cash or other assets are issued or distributed by the Company or another personPerson) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant each Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or securities, cash or other assets receivable upon such reorganization, reclassification, consolidation consolidation, merger or merger sale, lease or other transfer by a holder of the number of shares of Common Stock Warrant Shares that such Warrantholder would have been entitled to receive upon exercise of this such Warrant had this such Warrant been exercised immediately before such reorganization, reclassification, consolidation consolidation, merger or sale, lease or other transfer, subject to adjustments (as determined in good faith by the Board of Directors of the Company). Adjustments for events subsequent to the effective date of such a reorganization, reclassification, consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Agreement. The Company shall not effect In any such capital reorganizationevent, reclassification effective provisions shall be made in the certificate or articles of incorporation of the Common Stockresulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or consolidation or merger otherwise so that the provisions set forth herein for the protection of the Company with rights of the Warrantholders shall thereafter continue to be applicable; and any such resulting or into any other person, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger surviving corporation shall expressly assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder deliver, upon exercise, such shares of stock, securities or assets asother securities, in accordance with the foregoing provisions, Warrantholder may be entitled to receivecash and property. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise The provisions of this Warrant in full will be unchangedSection 11 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Reorganization, etc. If at any time after the date of this Warrant on which the Shares are is first issued to the Buyer, any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common StockShares, or consolidation or merger of the Company with another corporation, or into any the sale of all or substantially all of its assets to another corporation or other personsimilar event shall be effected, unless prior to or simultaneously with the consummation thereofthen, the successor entity (if other than the Company) resulting from as a condition of such reorganization, reclassification consolidation reclassification, consolidation, merger, or merger sale, lawful and fair provision shall assume by written instrument executed be made whereby the Buyer shall thereafter have the right to purchase and delivered to Warrantholder, receive upon the obligation to deliver to Warrantholder basis and upon the terms and conditions specified in this Agreement such shares of stock, securities securities, or assets asas may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Agreement had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in accordance such event appropriate provision shall be made with respect to the foregoing provisionsrights and interests of the Buyer to the end that the provisions hereof shall thereafter be applicable, Warrantholder as nearly as may be in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. Upon the occurrence of any event specified in this section, the Company shall give written notice of the record date for such dividend, distribution, or subscription rights, or the effective date of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding up or issuance. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to receiveexchange their Common Stock for stock, securities, or other assets deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding up or issuance. In Failure to give such notice, or any defect therein shall not affect the event legality or validity of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedevent.

Reorganization, etc. If at any time after prior to the date exercise of this Warrant in full any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or or assets (whether such stock, other securities and/or or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or or assets receivable upon such reorganization, reclassification, consolidation consolidation, merger or merger sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation consolidation, merger or mergersale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. If the per-share consideration payable to the Warrantholder in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined by the Company and the Warrantholders representing a majority of the shares of Common Stock obtainable upon exercise of all Warrants then outstanding. If such parties are unable to reach agreement within five (5) days after the occurrence of an event requiring valuation (the " Valuation Event"), the fair value of such consideration will be determined within five (5) days after the fifth (5th) day following the Valuation Event by the Company's independent accountants. The Company determination of such accountants shall not effect any be final and binding upon all parties absent manifest error, and the fees and expenses of such capital reorganization, reclassification of the Common Stock, or consolidation or merger of accountant shall be borne ratably by the Company with or into any other person, unless prior to or simultaneously with and the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedWarrantholders.

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Preferred Stock, or any consolidation of the Company with or merger of the Company with or into any other personPerson or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other Person, shall be effected in such a way that the holders of Common Preferred Stock shall be entitled to receive stock, other securities and/or securities, cash or other assets (whether such stock, other securities and/or securities, cash or other assets are issued or distributed by the Company or another personPerson) with respect to or in exchange for Common Preferred Stock, then, upon exercise of this Warrant each Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or securities, cash or other assets receivable upon such reorganization, reclassification, consolidation consolidation, merger or merger sale, lease or other transfer by a holder of the number of shares of Common Stock Warrant Shares that such Warrantholder would have been entitled to receive upon exercise of this such Warrant had this such Warrant been exercised immediately before such reorganization, reclassification, consolidation consolidation, merger or sale, lease or other transfer, subject to adjustments (as determined in good faith by the Board of Directors of the Company). Adjustments for events subsequent to the effective date of such a reorganization, reclassification, consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Agreement. The Company shall not effect In any such capital reorganizationevent, reclassification effective provisions shall be made in the certificate or articles of incorporation of the Common Stockresulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or consolidation or merger otherwise so that the provisions set forth herein for the protection of the Company with rights of the Warrantholders shall thereafter continue to be applicable; and any such resulting or into any other person, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger surviving corporation shall expressly assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder deliver, upon exercise, such shares of stock, securities or assets asother securities, in accordance with the foregoing provisions, Warrantholder may be entitled to receivecash and property. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise The provisions of this Warrant in full will be unchangedSection 11 shall similarly apply to successive consolidations, mergers, sales, leases or transfers.

Reorganization, etc. If at any time after the date of this Warrant any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or assets (whether such stock, other securities and/or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or assets receivable upon such reorganization, reclassification, consolidation or merger by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation or merger. The Company shall not effect any such capital reorganization, reclassification of the Common Stock, or consolidation or merger of the Company with or into any other person, unless prior to or simultaneously with the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, adjusted if necessary, necessary so that the aggregate Exercise Price exercise price for exercise of this Warrant in full will be unchanged.

Reorganization, etc. If at any time after prior to the date exercise of this Warrant in full any capital reorganization of the Company, or any reclassification of the Common Stock, or any consolidation of the Company with or merger of the Company with or into any other person or any sale, lease or other transfer of all or substantially all of the assets of the Company to any other person, shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities and/or or assets (whether such stock, other securities and/or or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant the Warrantholder shall have the right to receive the kind and amount of stock, other securities and/or or assets receivable upon such reorganization, reclassification, consolidation consolidation, merger or merger sale, lease or other transfer by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised immediately before such reorganization, reclassification, consolidation consolidation, merger or mergersale, lease or other transfer, subject to adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. If the per-share consideration payable to the Warrantholder in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined by the Company and the Warrantholders representing a majority of the shares of Common Stock obtainable upon exercise of all Warrants then outstanding. If such parties are unable to reach agreement within five (5) days after the occurrence of the Valuation Event, the fair value of such consideration will be determined within five (5) days after the fifth (5th) day following the Valuation Event by the Company's independent accountants. The Company determination of such accountants shall not effect any be final and binding upon all parties absent manifest error, and the fees and expenses of such capital reorganization, reclassification of the Common Stock, or consolidation or merger of accountant shall be borne ratably by the Company with or into any other person, unless prior to or simultaneously with and the consummation thereof, the successor entity (if other than the Company) resulting from such reorganization, reclassification consolidation or merger shall assume by written instrument executed and delivered to Warrantholder, the obligation to deliver to Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Warrantholder may be entitled to receive. In the event of such an adjustment, the per share Exercise Price shall be adjusted, if necessary, so that the aggregate Exercise Price for exercise of this Warrant in full will be unchangedWarrantholders.