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 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, 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 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.