Common use of Reorganization Events Clause in Contracts

Reorganization Events. In the event of: (1) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which the Series A Preferred Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another person; (2) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Corporation, in each case pursuant to which the Series A Preferred Stock is converted into cash, securities or other property; or (3) any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock.

Reorganization Events. (a) In the event ofthat, with respect to the shares of Series C Preferred Stock of any Holder there occurs: (1i) any reclassificationconsolidation, statutory exchange, merger, consolidation merger or other similar business combination of the Corporation with or into another Person, in each case, case pursuant to which the Series A Preferred Common Stock is changed or will be converted into, or exchanged for, into cash, securities or other property of the Corporation or another personPerson; (2ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Series A Preferred Common Stock is will be converted into cash, securities or other propertyproperty of the Corporation or another Person; (iii) any reclassification of the outstanding Common Stock into securities, including securities other than the Common Stock; or (3iv) any statutory exchange of the outstanding shares of Common Stock for securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification); (any such event specified in this Section 8(a), recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”); then, each share in the case of Series B Preferred Stock outstanding immediately prior to a Reorganization Event described in Section 8(a)(i) or (ii) that involves only cash consideration such Reorganization Event willshall be a deemed Liquidation as described in Section 5. For each other Reorganization Event, without the consent of the holders of a majority of the outstanding shares of Series B C Preferred Stock may elect to not treat such Reorganization Event as a deemed Liquidation but instead convert their shares of Series C Preferred Stock into a new class of preferred stock in the surviving corporation or the acquiring person, as applicable, having the same then applicable Liquidation Preference and subject to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior as nearly identical terms as possible to the applicable Conversion Dateterms of the Series C Preferred Stock. (b) In the event that (i) the holder Holders do not make the election described in Section 8(a) above and (ii) holders of such share the shares of Series B Preferred Common Stock would have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall also be entitled to make an election with respect to such consideration. (c) The above provisions of this Section 8 shall similarly apply to successive Reorganization Events. (d) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person Reorganization Event described in Section 8(a)(i) or an Affiliate thereof, then (ii) that involves only cash consideration) unless such agreement (i) provides for the purpose election to receive shares of this the newly created preferred stock as described in Section 9(j), the kind 8(a) above and amount of securities, cash and other property receivable upon (ii) absent such Reorganization Event will be deemed to be the weighted average, as determined election by the Corporation Holders, provides for or does not interfere with the deemed Liquidation described in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred StockSection 5.

Reorganization Events. (a) In the event of: (1i) any reclassification, statutory exchange, merger, consolidation or other similar business combination merger of the Corporation with or into another Person, in each case, case pursuant to which the Series A Preferred Stock is changed or Common Shares will be converted into, or exchanged for, into cash, securities or other property of the Corporation or another person;Person, (2ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Series A Preferred Stock is Common Shares will be converted into cash, securities or other property; property of the Corporation or another Person, (iii) any reclassification of the Common Shares into securities including securities other than the Common Shares or (3iv) any statutory exchange of the outstanding Common Shares for securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification(any such event specified in clauses (i) through (iv), recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock Share outstanding immediately prior to such Reorganization Event will, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock convert into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to in such Reorganization Event by a Person other than a Constituent Person the holder (excluding the counterparty to the Reorganization Event or an Affiliate thereofaffiliate of such counterparty) of that number of Common Shares into which the Series B Preferred Share would then be convertible (such securities, then for cash and other property, the purpose “Exchange Property”). (b) If holders of the Common Shares have the opportunity to elect the form of consideration to be received in such transaction, the Holders shall likewise be allowed to make such an election. (c) The above provisions of this Section 9(j)12 shall similarly apply to successive Reorganization Events and the provisions of Section 10 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Shares in any such Reorganization Event. (d) The Corporation (or any successor) shall, within 7 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of securitiesthe cash, cash and securities or other property receivable upon such Reorganization Event will be deemed that constitutes the Exchange Property. Failure to be the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give deliver such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity operation of this Section 12. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement does not interfere with or prevent (as applicable) conversion of the proceedings for Preferred Shares into the redemption of any other shares of Series B Preferred StockExchange Property in a manner that gives effect to this Section 12.

Reorganization Events. (a) In the event of: (1) any reclassification, statutory exchange, merger, consolidation or other similar business combination merger of the Corporation Company with or into another Person, in each case, pursuant to which Person or of another Person with or into the Series A Preferred Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another personCompany; (2) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, Company in each case pursuant to which the Series A Preferred Stock is converted into cash, securities one or other propertya series of transactions; or (3) any statutory share exchange of securities of the Corporation Company with another Person (other than in connection with a merger consolidation or acquisition) merger), in each case in which holders of Common Stock would be entitled to receive cash, securities or reclassificationother property for their shares of Common Stock (any such event specified in this Section 10(a), recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B A Preferred Stock outstanding immediately prior to such Reorganization Event willshall remain outstanding but shall thereafter (subject to prior redemption, including pursuant to Section 6(a), or conversion), without the consent of the holders of Series B Preferred Stock and subject to Section 9(b)holder thereof, remain outstanding but shall become convertible intointo the cash, out of funds legally available therefor, the number, kind and amount of securities, cash securities and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable owned a number of shares of Series A Preferred Common Stock immediately prior equal to the effective date Conversion Rate on the Record Date fixed for determination of the Reorganization Eventstockholders entitled to receive such cash, assuming that securities or other property (such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was madecash, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash securities and other property receivable upon such having a value equal to its fair market value as reasonably determined in good faith by the Board and referenced to herein as the “Exchange Property”); provided, however, that in the case of a Reorganization Event is not in the same form of a consolidation or merger, the surviving corporation shall exchange in such transaction for each share of Series A Preferred Stock held outstanding immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate Event, preferred shares of the surviving corporation with substantially the same terms and conditions as the Series A Preferred Stock, which terms are no less beneficial to the holders thereof, then for except that such preferred shares shall, upon conversion, be converted into, in lieu of the purpose of this Section 9(j)Common Stock, the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed Exchange Property. Any consideration to be the weighted averagepaid to or received by holders of Common Stock pursuant to any employment, as determined consulting, severance, non-competition or other similar arrangement approved by the Corporation in good faith, Board or a duly authorized committee of the types and amounts Board, shall not be considered to be “Exchange Property” for purposes of the foregoing provision, regardless of whether such consideration is paid in connection with, or conditioned upon the completion of, the Reorganization Event. (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in the Reorganization Event, the “Exchange Property” that holders of the Series A Preferred Stock shall be entitled to receive shall be determined by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not a majority of the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of outstanding shares of Series B A Preferred Stock, who shall make such determination from among the choices made available to the holders of the Common Stock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. (d) Notwithstanding anything to the contrary in this Section 10, Section 10(a) shall not apply in the case of, and a Reorganization Event shall not be deemed to be, a merger, consolidation, reorganization or statutory share exchange (1) among the Company and its direct and indirect wholly owned Subsidiaries to the extent such merger, consolidation, reorganization or statutory share exchange does not change or effect the outstanding classes of Capital Stock of the Company or (2) between the Company and any Person for the sole purpose of changing the domicile of the Company (an “Internal Reorganization Event”). Without limiting the rights of the holders of the Series A Preferred Stock designated set forth in Section 9(c)(2), the Company shall not effectuate an Internal Reorganization Event unless (A) the Series A Preferred Stock shall be outstanding as a class of preferred stock of the surviving company having the same rights, terms, preferences, liquidation preference and accrued and unpaid dividends as the Series A Preferred Stock in effect immediately prior to such Internal Reorganization Event, as adjusted for repurchase such Internal Reorganization Event pursuant to this Certificate of Designations after giving effect to any such Internal Reorganization Event and (B) no holder of the Series A Preferred Stock recognizes taxable income as a result of such Internal Reorganization Event. The Company (or any successor) shall, within twenty (20) days of the occurrence of any Internal Reorganization Event, provide written notice to the holders of the Series A Preferred Stock of the occurrence of such event. Assuming compliance with Section 9(c)(2) hereof, failure to deliver such notice shall not affect the operation of this Section 10(d) or the validity of the proceedings for the redemption of any other shares of Series B Preferred StockInternal Reorganization Event.

Reorganization Events. In the event of: (1i) any reclassification, statutory exchange, merger, consolidation consolidation, conversion, division or other similar business combination of the Corporation Partnership with or into another Person, in each case, pursuant to which at least a majority of the Common Units (but not the Series A B Preferred Stock Units) is changed or converted into, or exchanged for, cash, securities or other property of the Corporation Partnership or another personPerson; (2ii) any sale, transfer, lease or conveyance to another Person of all or substantially all a majority of the property and assets of the CorporationPartnership, in each case pursuant to which the Common Units (but not the Series A B Preferred Stock Units) is converted into cash, securities or other property; or (3iii) any statutory exchange of securities of the Corporation Partnership with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Common Units (but not the Series A B Preferred Stock Units) into other securities, ; (each of which is referred to as a “Reorganization Event”), then each share of Series B Preferred Stock Unit outstanding immediately prior to such Reorganization Event will, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b), will remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Dateeffective date of such Reorganization Event) that the holder of such share Holder of Series B Preferred Stock Units would have received in such Reorganization Event had such holder Holder converted all of its share of Series B Preferred Stock Units into the applicable number of shares of Series A Preferred Stock Common Units immediately prior to the effective date of the Reorganization Event, assuming ; provided that the foregoing shall not apply if such holder Holder is not a Person with which the Corporation Partnership consolidated or into which the Corporation Partnership merged or which merged into the Corporation Partnership or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person Person, to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock Common Units held by Affiliates of the Corporation and non-Affiliates; provided that if such Person. If the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock Common Unit held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this Section 9(j8(a), the kind and amount of securities, cash and other property receivable upon conversion following such Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in good faith, average of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred StockUnits.

Reorganization Events. In the event of: (1) If there shall occur any reclassification, statutory exchange, mergerreorganization, recapitalization, consolidation or other similar business combination of merger involving the Corporation Company with or into another Person, in each case, pursuant to which the Series A Preferred Stock is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another person; (2) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Corporation, in each case pursuant to which the Series A Preferred Stock is converted into cash, securities or other property; or (3) any statutory exchange of securities of the Corporation with another Person (other than in connection with excluding a merger or acquisitionsolely for the purpose of changing the Company’s jurisdiction of incorporation) or reclassification, recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event willthen, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b)5, following any such Reorganization Event, each Series A Preferred Share shall remain issued and outstanding but shall become convertible intoand be convertible, out at the option of funds legally available thereforthe holder thereof, into the number, kind and amount of securities, cash and or other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B A Preferred Stock Share would have received in such Reorganization Event had such holder converted its share of Series B A Preferred Stock Shares into the applicable number of shares Conversion Securities immediately prior to the effective date of Series A Preferred Stock the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event; and, assuming in such case, appropriate adjustment shall be made in the application of the provisions in this Section 7.6 set forth with respect to the rights and interest thereafter of the holders, to the end that such holder is not a Person the provisions set forth in this Section 7.6 (including provisions with which respect to changes in and other adjustments of the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was madeConversion Price) shall thereafter be applicable, as nearly as reasonably practicable, in relation to any shares or other property thereafter deliverable upon the case may be conversion of the Series A Preferred Shares. The Company (or any such Personsuccessor) shall, a “Constituent Person”), or an Affiliate of a Constituent Person no less than twenty (20) Business Days prior to the extent such occurrence of any Reorganization Event provides for different treatment Event, provide written notice to the holders of Series A Preferred Stock held by Affiliates Shares of the Corporation such occurrence of such event and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j), the kind and amount of securitiesthe cash, cash and securities or other property receivable upon such Reorganization Event that each Series A Preferred Share will be deemed convertible into under this Section 7.6(c). Failure to be the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give deliver such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity operation of this Section 7.6(c). The Company shall not consummate, or enter into any agreement for, a transaction constituting a Reorganization Event unless, to the extent that the Company is not the surviving corporation in such Reorganization Event, or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements governing such Reorganization Event for, if elected by the holder thereof, the conversion of the proceedings for the redemption of any other Series A Preferred Shares into stock or shares of the Person surviving such Reorganization Event or such other continuing entity in such Reorganization Event or, in the event any holder of Series B A Preferred StockShares does not so elect to convert, the Series A Preferred Shares remaining issued and outstanding following the consummation of such Reorganization Event with the rights, powers, preferences and privileges set forth in this Certificate of Designation.

Reorganization Events. In the event of: (1i) any reclassification, statutory exchange, merger, consolidation or other similar business combination merger of the Corporation Company with or into another Person, Person (other than a merger or consolidation in each case, pursuant to which the Series A Preferred Company is the continuing corporation and in which the shares of Common Stock is changed outstanding immediately prior to the merger or converted into, or consolidation are not exchanged for, for cash, securities or other property of the Corporation Company or another personcorporation); (2ii) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Corporation, in each case pursuant to which the Series A Preferred Stock is converted into cash, securities or other propertyCompany; or (3iii) any statutory exchange of securities of the Corporation Company with another Person (other than in connection with a merger or acquisition) ), any reclassification or reclassification, recapitalization any binding share exchange which reclassifies or reorganization of the Series A Preferred Stock into other securities, (changes its outstanding Common Stock; each of which is referred to as a “Reorganization Event”), each share ,” the Warrantholder’s right to receive Shares upon exercise of Series B Preferred Stock outstanding immediately prior to such Reorganization Event willthis Warrant, without the consent of the holders of Series B Preferred Stock and subject Warrantholder, shall be converted into the right to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, exercise this Warrant to acquire the number, kind and amount of securities, cash and other property (the “Exchange Property”) which the Common Stock issuable (at the time of such Reorganization Event) upon exercise of this Warrant immediately prior to such Reorganization Event would have been entitled to receive upon consummation of such Reorganization Event (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that thereon), where the holder of such share of Series B Preferred Common Stock would have received in issuable upon such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is were not a Person with which the Corporation Company consolidated or into which the Corporation Company merged or which merged into the Corporation Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Common Stock held by Affiliates of the Corporation Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property Exchange Property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j15(a), the kind and amount of securities, cash and other property Exchange Property receivable upon such Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in good faith, average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). If the date this Warrant is exercised follows a Reorganization Event, the Exercise Rate then in effect will be applied to the amount on such date of such Exchange Property received per share of Common Stock. Any notice mailed , as provided determined in accordance with this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred StockSection 15.

Reorganization Events. In connection with a Reorganization Event, the event ofAdministrator shall take any one or more of the following actions as to outstanding Options on such terms as the Administrator determines: (1a) any reclassification, statutory exchange, merger, consolidation or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which the Series A Preferred Stock is changed or converted intoprovide that Options shall be assumed, or exchanged forsubstantially equivalent Options shall be substituted, cash, securities by the acquiring or other property of the Corporation succeeding corporation (or another personan affiliate thereof); (2b) any saleupon written notice to Participants, transfer, lease or conveyance to another Person of provide that all or substantially all the property and assets outstanding Options will be terminated as of the Corporationeffective date of the Reorganization Event and that all such outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Administrator in such notice, in each case pursuant to which date shall not be less than ten (10) days preceding the Series A Preferred Stock is converted into cash, securities or other property; oreffective date of the Reorganization Event; (3c) any statutory exchange upon written notice to Participants, provide that all outstanding Options will be cancelled as of securities of the Corporation with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to the Participant on such date; (d) in the event of a Reorganization Event under the terms of which holders of common stock will receive, upon consummation thereof, a cash payment for each share surrendered in the Reorganization Event, assuming that such holder is not make or provide for a Person with which cash payment to a Participant equal to (1) the Corporation consolidated or into which Acquisition Price times the Corporation merged or which merged into number of shares of Common Stock subject to the Corporation or to which such sale or transfer was made, as the case may be Participant’s Option (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent the Option Price does not exceed the Acquisition Price) minus (2) the aggregate Option Price of such Reorganization Event provides Option, in exchange for different treatment the termination of Series A Preferred Stock held by Affiliates such Option; (e) provide that, in connection with a liquidation or dissolution of the Corporation and non-AffiliatesCompany, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof); provided that if or (f) any combination of the kind or amount foregoing. For purposes of securitiesclause (a) above, cash and other property receivable upon such an Option shall be considered assumed if, following consummation of the Reorganization Event is not Event, the same Option confers the right to purchase, for each share of Series A Preferred Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities, or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to such the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a Person other than majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a Constituent Person result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an Affiliate affiliate thereof, then for the purpose of this Section 9(j), the kind and amount Company may, with the consent of securitiesthe acquiring or succeeding corporation, cash and other property receivable upon such Reorganization Event will be deemed provide for the consideration to be received upon the weighted average, exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Corporation in good faith, of Administrator) to the types and amounts of per share consideration received by the holders of outstanding shares of Common StockStock as a result of the Reorganization Event. Any notice mailed as provided in In addition, with respect to any outstanding Option under the 423 Component of the Plan, any action taken under this subsection Section 19 shall be conclusively presumed to have been duly given, whether or not consistent with the holder receives intent that such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity Options comply with Section 423 of the proceedings for Code, unless otherwise expressly determined by the redemption of Administrator. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other shares of Series B Preferred StockReorganization Event.

Reorganization Events. In (i) Upon the event of: occurrence of a Reorganization Event prior to an applicable Conversion Date, each share of Series C NVCE Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, automatically convert into the types and amounts of securities, cash, and other property that is or was receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which such share of Series C NVCE Stock was convertible immediately prior to such Reorganization Event in exchange for such shares of Series C NVCE Stock (such securities, cash, and other property, the Exchange Property); provided that, to the extent receipt of any Exchange Property would be prohibited by Law or would require the Holder to obtain any consent, authorization, approval, license or permit of any Governmental Entity to acquire or hold the Exchange Property, then the portion of the Series C NVCE Stock of such Holder that such Holder is prohibited by Law or requires such action to acquire or hold shall instead either (A) convert into a substantially identical non-voting security (with commensurate voting powers and conversion rights as the Series C NVCE Stock hereunder) of the entity surviving such Reorganization Event or other entity in which holders of shares of Common Stock receive securities in connection with such Reorganization Event or (B) if proper provision is not made to give effect to the foregoing subclause (A), remain outstanding without any alterations to the terms thereof and be convertible into the Exchange Property. (ii) A Reorganization Event shall mean: (1) any reclassification, statutory exchangeconsolidation, merger, consolidation conversion or other similar business combination of the Corporation with or into another Person, in each case, pursuant to which all or substantially all of the Series A Preferred Common Stock is changed or outstanding will be converted into, or exchanged for, into cash, securities securities, or other property of the Corporation or another person; Person; (2) any sale, transfer, lease lease, or conveyance to another Person of all or substantially all of the property and assets of the CorporationCorporation and its subsidiaries, taken as a whole, in each case pursuant to which all of the Series A Preferred Common Stock is outstanding will be converted into cash, securities securities, or other propertyproperty of the Corporation or another Person; or (3) any statutory exchange of securities reclassification of the Corporation with another Person (Common Stock into securities other than in connection with a merger or acquisition) or reclassification, recapitalization or reorganization of the Series A Preferred Stock into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series B Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of Series B Preferred Stock and subject to Section 9(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock.; or