Common use of Reorganization, etc Clause in Contracts

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation 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 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 the Warrants had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.may

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the CompanyStock, or consolidation or merger of the Company with another corporation, 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 18 such reorganization, reclassification, consolidation, merger, merger or sale, lawful and fair provision shall be made whereby the Warrant registered holders shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a the number of outstanding shares of such Common Stock equal to the number of shares of such stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case event appropriate provision shall be made with respect to the rights and interests of the Warrant registered holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Purchase Price and of the number of shares of Common Stock purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent Company the obligation to deliver to the Warrant registered holders such shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 be, to any share 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 the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume assume, by written instrument executed and delivered to the Warrant Agent Agent, the obligation to deliver to the Warrant holders such shares of stock, securities, or assets aswhich, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof of this Agreement any -------------------- capital reorganization or reclassification of the Common Stock Shares of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effectedis effective, then, as a condition of such the reorganization, reclassification, consolidation, merger, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Shares of the Company immediately theretofore purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented therebyby the Warrants, such the shares of stock, securities, securities or assets as that may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock Shares equal to the number of shares of such stock immediately theretofore Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants had such if the reorganization, reclassification, consolidation, merger, merger or sale had not taken place, and in any such case appropriate provision . 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 provisions hereof provision of this Agreement (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 immediately after the transaction be applicable, applicable as nearly as may be in relation possible to any share shares of stock, securities, securities or assets thereafter deliverable immediately after the transaction upon the exercise hereofof the Warrants. The Company shall not effect any such consolidation, merger, merger or sale unless unless, prior to the consummation thereof of the transaction, the successor corporation (if other than the Company) resulting from such the consolidation or merger, or the corporation purchasing such the assets, shall assume assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such the shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such provisions that the holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 adjustment 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof issuance of this Warrant there is any capital reorganization reorganization, redemption, or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected, then, as a condition of such reorganization, redemption, 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 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 the Warrants had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case 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 adjustment 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent Company the obligation to deliver to the Warrant holders such shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 adjustment 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.Warrant

Reorganization, etc. If If, after the date hereof hereof, and prior to redemption any capital reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 adjustment 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 be, in relation to any share shares 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation or other Person shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, merger or sale, lawful and fair adequate provision shall be made whereby the Warrant holders Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified in the Warrants and in lieu of the shares of Common Stock the Venture Financing Securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, this Warrant such shares of stock, securities, securities or assets property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock the Venture Financing Securities equal to the number of shares of such stock the Venture Financing Securities immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants this Warrant had such reorganization, reclassification, consolidation, merger, merger or sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrant holders Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Purchase Price and of the number of shares purchasable upon the exercise of the Warrantsthis Warrant) shall thereafter be applicable, as nearly as may be be, in relation to any share of stock, securities, securities or assets property thereafter deliverable upon the exercise hereof. The Company shall not effect any such reorganization, consolidation, merger, merger or sale unless unless, prior to or contemporaneously with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger, merger or the corporation or other Person purchasing such assets, assets shall assume by written instrument executed and delivered to the Warrant Agent Holder, the obligation to deliver to the Warrant holders Holder such shares of stock, securities, securities or assets property as, in accordance with the foregoing provisions, such holders Holder may be entitled to purchasepurchase or receive.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the CompanyStock, or consolidation or merger of the Company with another corporation, 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, merger or sale, lawful and fair provision shall be made whereby the Warrant registered holders shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a the number of outstanding shares of such Common Stock equal to the number of shares of such stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, and ; in any such case event appropriate provision shall be made with respect to the rights and interests of the Warrant registered holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Purchase Price and of the number of shares of Common Stock purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent Company the obligation to deliver to the Warrant registered holders such shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof of this Agreement any ------------------- capital reorganization or reclassification of the Common Stock Shares of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effectedis effective, then, as a condition of such the reorganization, reclassification, consolidation, merger, merger or sale, lawful and fair provision shall be made whereby the Warrant holders after the transaction shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Shares of the Company immediately theretofore purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented therebyby the Warrants, such the shares of stock, securities, securities or assets as that may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock Shares equal to the number of shares of such stock immediately theretofore Common Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants had such if the reorganization, reclassification, consolidation, merger, merger or sale had not taken place, and in any such case appropriate provision . 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 provisions hereof provision of this Agreement (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 immediately after the transaction be applicable, applicable as nearly as may be in relation possible to any share shares of stock, securities, securities or assets thereafter deliverable immediately after the transaction upon the exercise hereofof the Warrants. The Company shall not effect any such consolidation, merger, merger or sale unless unless, prior to the consummation thereof of the transaction, the successor corporation (if other than the Company) resulting from such the consolidation or merger, or the corporation purchasing such the assets, shall assume assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such the shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such provisions that the holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital -------------------- reorganization or reclassification of the Common Stock of the Company, or consolidation or merger of the Company with another corporation, 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 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 issued or payable with respect to or in exchange for a the 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 the Warrants Warrants, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case 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 share 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 the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

Reorganization, etc. If after the date hereof of this Agreement any capital reorganization or reclassification of the Common Stock Shares of the Company, or consolidation or merger of the Company with another corporationentity, or the sale of all or substantially all of its assets to another corporation shall be effectedentity is effective, then, as a condition of such the reorganization, reclassification, consolidation, merger, merger or sale, lawful and fair provision shall be made whereby the Warrant holders Registered Holders after the transaction shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Warrant Shares of the Company immediately theretofore purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented therebyby the Warrants, such the shares of stock, securities, securities or assets as that may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock Shares equal to the number of shares of such stock immediately theretofore Warrant Shares purchasable and receivable immediately prior to the transaction upon the exercise of the rights represented by the Warrants had such if the reorganization, reclassification, consolidation, merger, merger or sale had not taken place, and in any such case appropriate provision . 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 Registered Holders to the end that the provisions hereof provision of this Agreement (including, without limitation, provisions for adjustments of the Warrant Exercise Price and of the number of Warrant Shares purchasable upon exercise of the Warrants) shall immediately after the transaction be applicable as nearly as possible to any shares purchasable of stock, securities or assets deliverable immediately after the transaction upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, merger or sale unless unless, prior to the consummation thereof of the transaction, the successor corporation entity (if other than the Company) resulting from such the consolidation or merger, or the corporation entity purchasing such the assets, shall assume assumes by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such Registered Holders the shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such holders provisions that the Registered Holders may be entitled to purchase.

Reorganization, etc. If after the date hereof there shall be effected any capital reorganization or reclassification of the Common Stock of the Company, or consolidation amalgamation or merger of the Company with another corporation, other entity or the any sale of all or substantially all of its the Company's assets to another corporation shall be effectedentity in which holders of Common Shares will receive in exchange for their Common Shares other securities or assets, then, as a condition to the closing of such reorganization, reclassification, consolidationamalgamation, merger, or sale, lawful and fair provision shall be made whereby the Warrant holders Holders thereafter shall thereafter have the right to purchase and receive 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 Warrant Shares issuable upon the exercise of the rights represented therebyWarrants, such shares of stock, securities, or assets as 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 Warrant Shares issuable upon the exercise of the rights represented by Warrants prior to the Warrants had closing of such reorganizationamalgamation, reclassification, consolidation, merger, merger or sale not taken place, and in sale. In any such case appropriate provision shall be made with respect to the rights and interests of the Warrant holders Holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Exercise Price and of the number of shares Warrant Shares purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be practicable, in relation to any share of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidationamalgamation, merger, or sale unless prior to the consummation thereof the successor corporation entity (if other than the Company) resulting from such consolidation amalgamation or merger, or the corporation entity purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders Holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders Holders may be entitled to purchase.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the Company, or any reclassification of the Preferred Stock, or any consolidation of the Company with or merger of the Company with another corporationor into any other Person or any sale, lease or the sale other transfer of all or substantially all of its the assets of the Company to another corporation any other Person, shall be effectedeffected in such a way that the holders of Preferred Stock shall be entitled to receive stock, other securities, cash or other assets (whether such stock, other securities, cash or other assets are issued or distributed by the Company or another Person) with respect to or in exchange for Preferred Stock, then, as upon exercise of each Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities, cash or other assets receivable upon such reorganization, reclassification, consolidation, merger or sale, lease or other transfer by a condition holder of the number of Warrant Shares that such Warrantholder would have been entitled to receive upon exercise of such Warrant had such Warrant been exercised immediately before such reorganization, reclassification, 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 saletransfer of assets shall be as nearly equivalent as may be practicable to the adjustments provided for in this Agreement. In any such event, lawful and fair provision effective provisions 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 certificate or articles of incorporation of the shares resulting or surviving corporation, in any contract of Common Stock of sale, merger, conveyance, lease, transfer or otherwise so that the Company immediately theretofore purchasable and receivable upon provisions set forth herein for the exercise protection of the rights represented therebyof the Warrantholders shall thereafter continue to be applicable; and any such resulting or surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of stock, other securities, or assets as 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 cash and receivable upon the exercise of the rights represented by the Warrants had such reorganization, reclassification, consolidation, merger, or sale not taken place, and in any such case 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 share of stock, securities, or assets thereafter deliverable upon the exercise hereofproperty. The Company provisions of this Section 11 shall not effect any such consolidationsimilarly apply to successive consolidations, mergermergers, sales, leases or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent the obligation to deliver to the Warrant holders such shares of stock, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchasetransfers.

Reorganization, etc. If after the date hereof any capital reorganization or reclassification of the Common Stock of the CompanyStock, or consolidation or merger of the Company with another corporation, 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, merger or sale, lawful and fair provision shall be made whereby the Warrant registered holders shall thereafter have the right to purchase and receive receive, upon the basis and upon the terms and conditions specified in this Warrant (including the Warrants payment of the Purchase Price) and in lieu of the shares of Common Stock securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented therebyhereby, such shares of stock, securities, securities or assets as may be issued or payable with respect to or in exchange for a the number of outstanding shares of such Common Stock equal to the number of shares of such stock Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants this Warrant, had such reorganization, reclassification, consolidation, merger, or sale not taken place, place and in any such case event appropriate provision shall be made with respect to the rights and interests of the Warrant registered holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Purchase Price and of the number of shares purchasable upon the exercise of the WarrantsWarrant Shares) shall thereafter be applicable, as nearly as may be in relation to any share of stock, securities, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume by written instrument executed and delivered to the Warrant Agent Company the obligation to deliver to the Warrant registered holders such shares of stock, securities, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.