Common use of Reorganization, Merger, etc Clause in Contracts

Reorganization, Merger, etc. In case of any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided in Section 6(a)(ii)), any consolidation, merger or business combination of the Company with another corporation, or the sale, conveyance or similar transaction of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of the Warrant and in lieu of the Warrant Shares, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.

Reorganization, Merger, etc. In case of If any capital reorganization, reorganization or reclassification or similar transaction involving of the capital stock of the Company (other than as provided in Section 6(a)(ii))Company, any consolidation, or consolidation or merger or business combination of the Company with another corporationcorporation or entity, or the sale, sale or conveyance or similar transaction of all or substantially all of its the Company's assets to another corporation, corporation or entity shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets (including cash) with respect to or in exchange for shares of the Common Stockeffected, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transactionconveyance, lawful and adequate provision shall be made whereby the Warrant Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Sharesshares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities securities, or assets (including cash) 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 Common Stock immediately theretofore purchasable and receivable upon the exercise of the Warrant rights represented hereby had such reorganization, reclassification, consolidation, merger, business combination, sale, or conveyance or similar transaction not taken place. In , and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Warrant Holder to the end such that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the WarrantPurchase Price) shall thereafter be applicable, as nearly as possible in relation may be, to any stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any consolidation, merger, or sale of all or substantially all of its assets to any other corporation or entity, unless prior to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from such consolidation or merger, or the corporation or entity purchasing such assets, shall assume, by written instrument executed and mailed or delivered to the Warrant Holder at the address indicated in Section 7 hereof, the obligation of such corporation or entity to deliver to such Warrant Holder shares of stock, securities, or assets as, in accordance with the provisions of this Warrant. iii, such Warrant Holder may be entitled to purchase, and to perform and observe each and every covenant and condition of this Warrant to be performed and observed by the Company.

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided in Section 6(a)(ii)a stock dividend), any consolidation, merger or business combination of the Company with another corporation, or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its assets to another corporationcorporation (such transactions collectively, a "Reorganization"), shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transactionReorganization, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant SharesShares of the Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the Warrant rights represented hereby had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction Reorganization not taken place. In The Company shall not effect any such caseReorganization unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from a consolidation or merger, appropriate provision shall be made with respect to or the rights and interests of corporation purchasing the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicableCompany's assets, as nearly as possible in relation the case may be, shall assume by written instrument executed and sent to any each registered Holder, the obligation to deliver to such Holder such shares of stock, securities or assets thereafter deliverable upon as, in accordance with the exercise of the Warrant. iiiforegoing provisions, such Holder may be entitled to receive.

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided specified in Section 6(a)(ii4(a)), any consolidation, merger or business combination of the Company with another corporation, corporation or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its assets to another corporation, shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, conveyance sale or similar transactionconveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant SharesShares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the this Warrant had such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, sale or conveyance or similar transaction not taken place. In The Company shall not effect any such caseconsolidation, appropriate provision merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be made with respect assume by written instrument executed and sent to the rights and interests of the Holder to the end that the provisions hereof (includingHolder, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.the

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided specified in Section 6(a)(ii4(a)), any consolidation, merger or business combination of the Company with another corporation, corporation or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its assets to another corporation, shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, conveyance sale or similar transactionconveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant SharesShares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the this Warrant had such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, sale or conveyance or similar transaction not taken place. In The Company shall not effect any such caseconsolidation, appropriate provision shall be made with respect merger, business combination, sale or conveyance unless prior to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.or

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided specified in Section 6(a)(ii7.1(a)), any consolidation, merger or business combination of the Company with another corporation, or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its the assets of the Company to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, conveyance sale or similar transactionconveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive purchase upon exercise of the this Warrant and in lieu payment of the Exercise Price in effect immediately prior to such action, the kind and amount of shares of stock, securities or assets which he would have owned or been entitled to receive after the happening of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance had this Warrant Sharesbeen exercised immediately prior to such transaction. The Company shall not effect any such consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or 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 sent to each registered Holder, the obligation to deliver to such Holder such shares of stock, securities or assets (including cash) as as, in accordance with the foregoing provisions, such Holder may be issued or payable entitled to receive. Nothing contained in this Section, shall limit the Holder's obligation to participate in an Approved Sale (as defined in the Shareholders Agreement) in accordance with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise provisions of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iiiShareholders Agreement.

Reorganization, Merger, etc. In case of any capital reorganization, reclassification merger or similar transaction involving the capital stock consolidation of the Company (other than as provided in Section 6(a)(ii)), any consolidation, merger into or business combination of with another corporation where the Company with another is not the surviving corporation, or a merger or consolidation which results in the termination of the Company’s registration under the Exchange Act, or sale, conveyance transfer or similar transaction lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender as collateral in connection with the incurrence of indebtedness by the Company) of all or substantially all of its the assets to another of the Company, the Company, or such successor or purchasing corporation, shall be effected in such a way that holders of as the Common Stock shall be entitled to receive stockcase may be, securitiesshall, or assets (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of to closing any such reorganization, reclassification, consolidation, merger, business combination, merger or sale, conveyance or similar transaction, lawful duly execute and adequate provision shall be made whereby deliver to the Holder hereof a new warrant so that the Holder shall thereafter have the right to receive receive, at a total purchase price not to exceed that payable upon the exercise or conversion of the Warrant this Warrant, and in lieu of the Warrant SharesShares theretofore issuable upon exercise or conversion of this Warrant, such shares the kind and amount of stock, securities any class or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number classes of shares of Common Stock immediately theretofore purchasable upon the exercise stock or other ownership interests of the Warrant had Company or other corporation or entity, other securities, money and property that would have been receivable upon such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance merger or similar transaction not taken place. In any such case, appropriate provision shall be made sale by the Holder with respect to the rights and interests Warrant Shares if this Warrant had been exercised immediately before the consummation of such transaction. Such new warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. The provisions of this subparagraph (c) shall similarly apply to successive transactions of the Holder to the end that the provisions hereof type described in this subparagraph (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iiic).

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided specified in Section 6(a)(ii7.1(a)), any consolidation, merger or business combination of the Company with another corporation, or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its the assets of the Company to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, conveyance sale or similar transactionconveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive purchase upon exercise of the this Warrant and in lieu upon payment of the Exercise Price in effect immediately prior to such action, the kind and amount of shares of stock, securities or assets which he would have owned or been entitled to receive after the happening of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance had this Warrant Sharesbeen exercised immediately prior to such transaction. The Company shall not effect any such consolidation, merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or 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 sent to each registered Holder, the obligation to deliver to such Holder such shares of stock, securities or assets (including cash) as as, in accordance with the foregoing provisions, such Holder may be issued or payable entitled to receive. Nothing contained in this Section, shall limit the Holder's obligation to participate in an Approved Sale (as defined in the Shareholders Agreement) in accordance with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise provisions of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iiiShareholders Agreement.

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided in Section 6(a)(ii)a stock dividend), any consolidation, merger or business combination of the Company with another corporation, or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its assets to another corporationcorporation (such transactions collectively, a "Reorganization"), shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities, securities or assets (including cash) with including, without limitation, cash)with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transactionReorganization, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant SharesShares of the Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the Warrant rights represented hereby had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction Reorganization not taken place. In The Company shall not effect any such case, appropriate provision shall be made Reorganization unless prior to or simultaneously with respect to the rights and interests of consummation thereof the Holder to survivor or successor corporation (if other than the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the WarrantCompany) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.resulting

Reorganization, Merger, etc. In case of any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided in Section 6(a)(ii)), any consolidation, merger or business combination of the Company with another corporation, or the sale, conveyance or similar transaction of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of the Warrant and in lieu of the Warrant Shares, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.

Reorganization, Merger, etc. In case the event, at any time during --------------------------- the Option Period, of any capital reorganization, reclassification or similar transaction involving any reclassification, exchange or substitution of the capital stock shares of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as provided in Section 6(a)(ii)a result of a share dividend or subdivision, split-up or combination of shares), any consolidation, or the consolidation or merger or business combination of the Company with or into another corporationperson (other than consolidation or merger in which the Company is the continuing corporation and which does not result in any change in the powers, designations, preferences and rights, or the salequalifications, conveyance limitations or similar transaction restrictions, if any, of the share capital of the Company) or of the sale or other disposition of all or substantially all of its the properties and assets to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled Company as an entirety to receive stock, securities, or assets any other person (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of any such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction, lawful and adequate provision an "Extraordinary Transaction"), then the Company shall be made whereby the Holder shall thereafter have the right provide appropriate adjustment to receive upon exercise of the Warrant and in lieu of the Warrant Shares, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and other terms of this Warrant after the effectiveness of such Extraordinary Transaction such that the Warrant upon the effectiveness of the Extraordinary Transaction shall be exercisable into the kind and number of shares or other securities or property of the Company, or of the corporation resulting from or surviving such Extraordinary Transaction, that a holder of the number of Warrant Ordinary Shares purchasable deliverable (immediately prior to the effectiveness of the Extraordinary Transaction) upon the exercise of the Warrantthis Warrant would have been entitled to receive upon such Extraordinary Transaction. The provisions of this Section 8(d) shall thereafter be applicable, as nearly as possible in relation similarly apply to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iiisuccessive ------------ Extraordinary Transactions.

Reorganization, Merger, etc. In case of If any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided specified in Section 6(a)(ii4(a)), any consolidation, merger or business combination of the Company with another corporation, corporation or the sale, sale or conveyance or similar transaction of all or substantially all any substantial part of its assets to another corporation, shall be effected in such a way that holders of the shares of Common Stock shall be entitled to receive stock, securities, securities or assets (including including, without limitation, cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, conveyance sale or similar transactionconveyance, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to purchase and receive upon exercise of the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant SharesShares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the this Warrant had such reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale, sale or conveyance or similar transaction not taken place. In The Company shall not effect any such caseconsolidation, appropriate provision merger, business combination, sale or conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be made with respect assume by written instrument executed and sent to the rights and interests of Holder, the obligation to deliver to the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment such shares of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon as, in accordance with the exercise of foregoing provisions, the Warrant. iiiHolder may be entitled to receive.

Reorganization, Merger, etc. In case of any capital reorganization, reclassification or similar transaction involving the capital stock of the Company (other than as provided in Section 6(a)(ii6.1(ii)), --------------- any consolidation, merger or business combination of the Company with another corporation, or the sale, conveyance or similar transaction of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of the Warrant and in lieu of the Warrant Shares, such shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as possible in relation to any stock, securities or assets thereafter deliverable upon the exercise of the Warrant. iii.

Reorganization, Merger, etc. In case Upon the closing of any capital reorganization, reclassification (i) merger -------------------------- or similar transaction involving the capital stock consolidation of the Company (other than as provided into or with another corporation in Section 6(a)(ii)), any consolidation, merger or business combination which the shareholders of the Company with another shall own less than 50% of the voting securities of the surviving corporation, or the (ii) sale, conveyance transfer or similar transaction lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all or substantially all of its the assets to another of the Company, or (iii) sale by the Company's shareholders of 50% or more of the Company's outstanding securities in one or more related transactions, this Warrant shall terminate. In the event of any other merger, reorganization or consolidation or any reclassification, change or conversion of the class or series of securities issuable upon exercise of this Warrant, the Company, or such successor or purchasing corporation, shall be effected in such a way that holders of as the Common Stock shall be entitled to receive stockcase may be, securitiesshall, or assets (including cash) with respect to or in exchange for shares of the Common Stock, then, prior to and as a condition of to closing such reorganizationmerger, reorganization or consolidation or reclassification, consolidation, merger, business combination, sale, conveyance change or similar transaction, lawful conversion duly execute and adequate provision shall be made whereby deliver to the Holder hereof a new warrant so that the Holder shall thereafter have the right to receive receive, at a total purchase price not to exceed that payable upon the exercise of the Warrant unexercised portion of this Warrant, and in lieu of the Warrant Sharesshares of the Securities theretofore issuable upon exercise of this Warrant, such the kind and amount of shares of stock, securities other securities, money and property receivable upon such merger, reorganization or assets (including cash) as may be issued consolidation or payable with respect to reclassification, change or in exchange for a number conversion by the Holder of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore Securities then purchasable upon the exercise of the Warrant had such reorganization, reclassification, consolidation, merger, business combination, sale, conveyance or similar transaction not taken placeunder this Warrant. In any such case, appropriate provision Such new warrant shall provide for adjustments that shall be made with respect as nearly equivalent as may be practicable to the rights and interests adjustments provided for in this Section 3. The provisions of the Holder to the end that the provisions hereof this subparagraph (including, without limitation, provisions for adjustment of the Exercise Price and of the number of Warrant Shares purchasable upon the exercise of the Warrantd) shall thereafter be applicablesimilarly apply to successive mergers, as nearly as possible in relation to any stockreorganizations or consolidations or reclassifications, securities changes or assets thereafter deliverable upon the exercise of the Warrant. iiiconversions.