Common use of Reorganization, Merger, etc Clause in Contracts

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if any capital reorganization, reclassification or similar transaction involving the capital stock of the Corporation, any consolidation, merger or business combination of the Corporation with another corporation, or the sale or conveyance of all or substantially all of its assets to another corporation, shall be proposed to be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for shares of Common Stock (a "Section 4.5 Event"), then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Event, lawful and adequate provision shall be made whereby the Optionee shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Shares of the Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation shall not effect any such Section 4.5 Event unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent to the Optionee, the obligation to deliver to such Optionee such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereofIn case at any time the Company shall initiate any transaction or be a party to any transaction (including, if any capital reorganizationwithout limitation, reclassification or similar transaction involving the capital stock of the Corporationa merger, any consolidation, merger share exchange, sale, lease or business combination of the Corporation with another corporation, or the sale or conveyance other disposition of all or substantially all of its assets to another corporationthe Company’s assets, shall be proposed to be effected liquidation, recapitalization or reclassification of the Common Stock) in such a way that holders of connection with which the Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing (each such transaction being herein called a “Transaction”), then, as a condition of the consummation of such Transaction, lawful, enforceable and adequate provisions shall be made so that such Holder shall be entitled to elect by written notice to the Company to receive stock(i) a new warrant in form and substance similar to, securitiesand in exchange for, its Warrant(s) to purchase all or a portion of such securities or other property, or assets with respect to (ii) upon exercise of its Warrant(s) at any time on or after the consummation of the Transaction, in exchange for lieu of the shares of Common Stock (a "Section 4.5 Event"), thenissuable upon such exercise prior to such consummation, the Corporation shall give securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Optionee at least 30 days Transaction if such Holder had exercised its Warrant(s) immediately prior written notice of such thereto (subject to adjustments from and after the consummation date as nearly equivalent as possible to the adjustments provided for in this Section 4.5 Event, and the terms thereof, and 7). The Company will not effect any Transaction unless prior to and as a condition of such Section 4.5 Event, lawful and adequate provision shall the consummation thereof each corporation or other entity (other than the Company) which may be made whereby the Optionee shall thereafter have the right required to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Shares of the Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stockdeliver any new warrant, securities or assets other property as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken place. In any such caseprovided herein shall assume, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation shall not effect any such Section 4.5 Event unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent delivered to the Optioneesuch Holder, the obligation to deliver to such Optionee Holder such shares of stocknew warrant, securities or assets as, other property as in accordance with the foregoing provisions, provisions such Optionee Holder may be entitled to receive, and containing such corporation or entity shall have similarly delivered to such Holder prior to the express assumption by such successor corporation effectiveness of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee Transaction an opinion of counselcounsel for such corporation or entity, reasonably satisfactory in form and substance reasonably satisfactory to such OptioneeHolder, to which opinion shall state that all of the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument terms of the new warrant or the original Warrant shall be enforceable against the Company and such successor corporation or entity in accordance with its the terms (except hereof and thereof, together with such other matters as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereofIn case at any time the Company shall initiate any transaction or be a party to any transaction (including, if any capital reorganizationwithout limitation, reclassification or similar transaction involving the capital stock of the Corporationa merger, any consolidation, merger share exchange, sale, lease or business combination of the Corporation with another corporation, or the sale or conveyance other disposition of all or substantially all of its assets to another corporationthe Company’s assets, shall be proposed to be effected liquidation, recapitalization or reclassification of the Common Stock) in such a way that holders of connection with which the Common Stock shall be entitled to receive stock, securities, changed into or assets with respect to exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in exchange for shares a non-corporate entity or other property (including cash) or any combination of Common Stock the foregoing (each such transaction being herein called a "Section 4.5 Event"“Transaction”), then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of the consummation of such Section 4.5 EventTransaction, lawful lawful, enforceable and adequate provision shall be made whereby so that the Optionee Holder shall thereafter have be entitled to elect by written notice to the right Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant to purchase and receive all or a portion of such securities or other property, or (ii) upon exercise of its Warrant at any time on or after the basis and upon consummation of the terms and conditions specified in this Agreement and Transaction, in lieu of the Shares shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which the Holder would have been entitled upon consummation of the Corporation Transaction if the Holder had exercised its Warrant(s) immediately theretofore purchasable prior thereto (subject to adjustments from and receivable upon after the exercise of consummation date as nearly equivalent as possible to the rights represented hereby, such shares of stockadjustments provided for in this Section 7). The Company will not affect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or assets other property as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken place. In any such caseprovided herein shall assume, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation shall not effect any such Section 4.5 Event unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent delivered to the Optioneesuch Holder, the obligation to deliver to the Holder such Optionee such shares of stocknew warrant, securities or assets as, other property as in accordance with the foregoing provisions, such Optionee provisions the Holder may be entitled to receive, and containing such corporation or entity shall have similarly delivered to the express assumption by such successor corporation Holder prior to the effectiveness of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee Transaction an opinion of counselcounsel for such corporation or entity, reasonably satisfactory in form and substance reasonably satisfactory to such Optionee, to the effect Holder, which opinion shall state that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument all of the terms of the new warrant or the original Warrant shall be enforceable against the Company and such successor corporation or entity in accordance with its the terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcyhereof and thereof, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether together with such enforcement is sought in a proceeding in equity or at law)), and to such further effects other matters as the Optionee Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereofIf any stock split, if any capital reorganization, reorganization or reclassification or similar transaction involving of the capital stock of the CorporationCompany, any consolidation, or consolidation or merger or business combination of the Corporation Company with another corporationcorporation or entity, or the sale or conveyance of all or substantially all of its the Company's assets to another corporation, corporation or entity shall be proposed to be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for shares of Common Stock (a "Section 4.5 Event")effected, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventstock split, reorganization, reclassification, consolidation, merger, sale or conveyance, lawful and adequate provision shall be made whereby the Optionee Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Shares shares of the Corporation Series B Preferred immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares shares of such Series B Preferred equal to the number of Shares shares of such Series B Preferred immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place. In , and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end Warrant Holder such that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event 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 survivor or successor corporation or entity (if other than the CorporationCompany) resulting from such consolidation or merger merger, or the corporation or entity purchasing such assets assets, shall (1) assume assume, by written instrument executed and sent mailed or delivered to the OptioneeWarrant Holder at the address indicated in Section 7 hereof, the obligation of such corporation or entity to deliver to such Optionee such Warrant Holder shares of stock, securities securities, or assets as, in accordance with the foregoing provisionsprovisions of this Warrant, such Optionee Warrant Holder may be entitled to receivepurchase, and containing the express assumption by such successor corporation of the due to perform and punctual performance observe each and observance of every provision covenant and condition of this Agreement Warrant to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably requestCompany.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if In case of any capital reorganization, reclassification or similar transaction involving the capital stock of the CorporationCompany (other than as provided in Section 5.04), any consolidation, merger or business combination of the Corporation Company with another corporation, or the sale or conveyance of all or substantially all of its assets to another corporation, shall be proposed to be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, securities or assets (including, but not limited to, cash) with respect to or in exchange for shares of the Common Stock (a "Section 4.5 Event")Stock, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Optionee Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Shares of the Corporation Warrant Securities immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares shares of Common Stock equal to the number of Shares shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken placehereby. In any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee Holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Exercise Price and of the number of Shares Warrant Securities purchasable upon the exercise of this Warrant and for the Option) registration of the Warrant Securities to the extent provided herein shall thereafter be applicable, as nearly as may bebe possible, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event 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 CorporationCompany) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written a written, valid and binding instrument executed and (which instrument shall be sent to the Optioneeeach registered Holder before or subsequent to such consummation), the obligation to deliver to such Optionee Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee Holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision all of the provisions of this Agreement to be performed and observed by the Corporation Company and of all liabilities and obligations of the Corporation Company hereunder. The provisions of this Section 5.05 shall similarly apply to successive reorganizations, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counselrecapitalizations, in form and substance reasonably satisfactory to such Optioneeconsolidations, to the effect that such written instrument has been duly authorizedmergers, executed and delivered by such successor corporation and constitutes a legalbusiness combinations, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcysales, insolvency, reorganization. moratorium conveyances or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably requesttransactions.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if If any capital reorganization, reclassification or similar transaction involving the capital stock of the CorporationCompany (other than as specified in Section 4.1(a) hereof), any consolidation, merger or business combination of the Corporation Company with another corporation, or the sale or conveyance of all or substantially all any substantial part of its assets to another corporation, shall be proposed to 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, without limitation, cash) with respect to or in exchange for shares of the Common Stock (a "Section 4.5 Event")Stock, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Optionee Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Warrant Shares of the Corporation Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event 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 CorporationCompany) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent to the OptioneeHolder, the obligation to deliver to such Optionee the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee the Holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if If any capital ---------------------------- reorganization, reclassification or similar transaction involving the capital stock of the CorporationCompany (other than as specified in Section 4.1(a) hereof), any consolidation, merger or business combination of the Corporation Company with another corporation, or the sale or conveyance of all or substantially all any substantial part of its assets to another corporation, shall be proposed to 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, without limitation, cash) with respect to or in exchange for shares of the Common Stock (a "Section 4.5 Event")Stock, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Optionee Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Warrant Shares of the Corporation Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event reorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance not taken place. In any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event consolidation, merger, business combination, sale or convey conveyance unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the CorporationCompany) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent to the OptioneeHolder, the obligation to deliver to such Optionee the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee the Holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if If any capital reorganization, reorganization or reclassification or similar transaction involving of the capital stock of the CorporationCompany, any consolidation, or consolidation or merger or business combination of the Corporation Company with another corporationcorporation or entity, or the sale or conveyance of all or substantially all of its the Company's assets to another corporation, corporation or entity shall be proposed to be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for shares of Common Stock (a "Section 4.5 Event")effected, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, consolidation, merger, sale, or conveyance, lawful and adequate provision shall be made whereby the Optionee Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Shares shares of the Corporation Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares shares of such Common Stock equal to the number of Shares shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place. In , and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end Warrant Holder such that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the OptionPrice) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event 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 survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent to the Optionee, the obligation to deliver to such Optionee such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.consummation

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if If any capital reorganization, reorganization or reclassification or similar transaction involving of the capital stock of the CorporationCompany, any consolidation, or consolidation or merger or business combination of the Corporation Company with another corporationcorporation or entity, or the sale or conveyance of all or substantially all of its the Company's assets to another corporation, corporation or entity shall be proposed to be effected in such a way that holders of the Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for shares of Common Stock (a "Section 4.5 Event")effected, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, consolidation, merger, sale, or conveyance, lawful and adequate provision shall be made whereby the Optionee Warrant Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Shares shares of the Corporation Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding Shares shares of such Common Stock equal to the number of Shares shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event reorganization, reclassification, consolidation, merger, sale, or conveyance not taken place. In , and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end Warrant Holder such that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the OptionPrice) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Corporation Company shall not effect any such Section 4.5 Event 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 survivor or successor corporation or entity (if other than the CorporationCompany) resulting from such consolidation or merger merger, or the corporation or entity purchasing such assets assets, shall (1) assume assume, by written instrument executed and sent mailed or delivered to the OptioneeWarrant Holder at the address indicated in Section 7 hereof, the obligation to deliver to such Optionee such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.the

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereof, if If any capital reorganization, reclassification or similar transaction involving the capital stock of the CorporationIssuer (other than as specified in Section 4.1(a) hereof), any consolidation, merger or business combination of the Corporation Issuer with another corporation, or the sale or conveyance of all or substantially all any substantial part of its assets to another corporation, shall be proposed to 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, without limitation, cash) with respect to or in exchange for shares of the Common Stock (a "Section 4.5 Event")Stock, then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of such Section 4.5 Eventreorganization, reclassification, similar transaction, consolidation, merger, business combination, sale or conveyance, lawful and adequate provision shall be made whereby the Optionee Holder shall thereafter have the right to purchase at an exercise price, subject to adjustment, equivalent to the Exercise Price immediately theretofore payable upon the exercise of the rights represented hereby and receive upon the basis and upon the terms and conditions specified in this Agreement Warrant and in lieu of the Warrant Shares of the Corporation Issuer immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken place. In any Warrants been exercised immediately prior to such case, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereoftransaction. The Corporation Issuer shall not effect any such Section 4.5 Event 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 CorporationIssuer) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent to the Optionee, each registered Holder the obligation to deliver to such Optionee Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Optionee Holder may be entitled to receive, and containing the express assumption by such successor corporation of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee an opinion of counsel, in form and substance reasonably satisfactory to such Optionee, to the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument enforceable against such successor corporation in accordance with its terms (except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee may reasonably request.

Reorganization, Merger, etc. Except as otherwise provided in Section 5(d) hereofIn case at any time the Company shall initiate any transaction or be a party to any transaction (including, if any capital reorganizationwithout limitation, reclassification or similar transaction involving the capital stock of the Corporationa merger, any consolidation, merger share exchange, sale, lease or business combination of the Corporation with another corporation, or the sale or conveyance other disposition of all or substantially all of its assets to another corporationthe Company's assets, shall be proposed to be effected liquidation, recapitalization or reclassification of the Common Stock) in such a way that holders of connection with which the Common Stock shall be entitled to receive stock, securities, changed into or assets with respect to exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in exchange for shares a non-corporate entity or other property (including cash) or any combination of Common Stock the foregoing (each such transaction being herein called a "Section 4.5 EventTransaction"), then, the Corporation shall give the Optionee at least 30 days prior written notice of such Section 4.5 Event, and the terms thereof, and prior to and as a condition of the consummation of such Section 4.5 EventTransaction, lawful lawful, enforceable and adequate provision shall be made whereby so that each Holder shall be entitled to elect by written notice to the Optionee shall thereafter have the right Company to receive (i) a new warrant in form and substance similar to, and in exchange for, its Warrant(s) to purchase and receive all or a portion of such securities or other property, or (ii) upon exercise of its Warrant(s) at any time on or after the basis and upon consummation of the terms and conditions specified in this Agreement and Transaction, in lieu of the Shares shares of Common Stock issuable upon such exercise prior to such consummation, the securities or other property (including cash) to which such Holder would have been entitled upon consummation of the Corporation Transaction if such Holder had exercised its Warrant(s) immediately theretofore purchasable prior thereto (subject to adjustments from and receivable upon after the exercise of consummation date as nearly equivalent as possible to the rights represented hereby, such shares of stockadjustments provided for in this Section 7). The Company will not effect any Transaction unless prior to the consummation thereof each corporation or other entity (other than the Company) which may be required to deliver any new warrant, securities or assets other property as may be issued or payable with respect to or in exchange for a number of outstanding Shares equal to the number of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Section 4.5 Event not taken place. In any such caseprovided herein shall assume, appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Purchase Price and of the number of Shares purchasable upon the exercise of the Option) shall thereafter be applicable, as nearly as may be, in relation to any stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation shall not effect any such Section 4.5 Event unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Corporation) resulting from such consolidation or merger or the corporation purchasing such assets shall (1) assume by written instrument executed and sent delivered to the Optioneesuch Holder, the obligation to deliver to such Optionee Holder such shares of stocknew warrant, securities or assets as, other property as in accordance with the foregoing provisions, provisions such Optionee Holder may be entitled to receive, and containing such corporation or entity shall have similarly delivered to such Holder prior to the express assumption by such successor corporation effectiveness of the due and punctual performance and observance of every provision of this Agreement to be performed and observed by the Corporation and of all liabilities and obligations of the Corporation hereunder, provided however that the foregoing shall not relieve the Corporation of its obligations hereunder unless and until such survivor or successor corporation has performed all of the Corporation's obligations hereunder and (2) deliver to the Optionee Transaction an opinion of counselcounsel for such corporation or entity, reasonably satisfactory in form and substance reasonably satisfactory to such OptioneeHolder, to which opinion shall state that all of the effect that such written instrument has been duly authorized, executed and delivered by such successor corporation and constitutes a legal, valid and binding instrument terms of the new warrant or the original Warrant shall be enforceable against the Company and such successor corporation or entity in accordance with its the terms (except hereof and thereof, together with such other matters as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization. moratorium or similar law affecting creditors' rights generally, and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law)), and to such further effects as the Optionee Holder may reasonably request. The foregoing provisions of this Section 7(b) shall similarly apply to successive Transactions.