Common use of Reorganization of Company Clause in Contracts

Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. If, in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of shares of Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not apply.

Reorganization of Company. If any reclassification of the Common Stock of the Company consolidates or merges any consolidation or merger of the Company with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of the Common Stock of the Company shall be entitled to receive stock, any personsecurities or assets with respect to or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreclassification, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer sale or lease if lease, lawful and adequate provisions shall be made whereby the Holder had exercised shall thereafter have the Warrant immediately before right to purchase and receive upon the effective date basis and the terms and conditions specified in this Warrant, including, without limitation, the requirements set forth in Section 6(b), and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and 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, notice provisions for adjustments of the right Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to electany shares of stock, limitations on securities or assets thereafter deliverable upon the period in which such election shall be made, and the effect of failing to exercise the election)hereof. Concurrently with the consummation of such transaction, the The successor corporation formed by or surviving any such consolidation or merger (if other than the Company) resulting from such reclassification, consolidation or merger or the person to which corporation purchasing or leasing such sale or conveyance assets shall have been made, shall enter into assume by a supplemental Warrant Agreement so providing Warrant, executed and further providing for adjustments which shall be as nearly equivalent as mailed or delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Holder may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of Company. If In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company consolidates or merges with or intointo another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or transfers in the case of any sale or leases all conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially all its assets toas an entirety in connection with which the Company is dissolved, any personthe Warrant holders shall thereafter have the right to purchase and receive, upon consummation of such transaction the basis and upon the terms and conditions specified in the Warrants shall automatically become exercisable for and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of securities, cash shares of stock or other assets which the Holder of a Warrant would have owned immediately after the securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. If, in connection with upon a dissolution following any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of shares of Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall transfer, that the Warrant holder would have been madereceived if such Warrant holder had exercised his, shall enter into her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a supplemental Warrant Agreement so providing and further providing for adjustments which change in Ordinary Shares covered by subsection (a) or (b) of this Section 11, then such adjustment shall be as nearly equivalent as may be practical made pursuant to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(asubsections (a), (b), (c), this subsection (d) and (eg) do not applyof Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Reorganization of Company. If any reclassification of the Common Stock of the Company consolidates or merges any consolidation or merger of the Company with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of the Common Stock of the Company shall be entitled to receive stock, any personsecurities or assets with respect to or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreclassification, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer sale or lease if the Holder had exercised lease, lawful and adequate provisions shall be made whereby the Warrant immediately before holder shall thereafter have the effective date right to purchase and receive upon the basis and the terms and conditions specified in this Agreement and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right to electrights represented hereby had such rights been exercised immediately prior thereto, limitations on the period and in which any such election case appropriate provision shall be mademade with respect to the rights and interests of the holders of the Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, and as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect of failing any such reclassification, consolidation, merger, sale or lease, unless prior to exercise the election). Concurrently with the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company) resulting from such reclassification, consolidation or merger or the person to which corporation purchasing or leasing such sale or conveyance assets shall have been made, shall enter into assume by a supplemental Warrant Agreement so providing Agreement, executed and further providing for adjustments which shall be as nearly equivalent as mailed or delivered to the holders of the Warrants at the last address thereof appearing on the books of Company, the obligation to deliver to such holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of Company. If Upon the Company consolidates exercise by the Class A Partners of the registration right provided in Section 13.2.1 or merges with or intoupon determination by a Majority Vote of the Committee, or transfers or leases the General Partner shall transfer all or substantially all its of the assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash Company to a corporation or other assets which the Holder entity ("Newco") in anticipation of a Warrant would have owned immediately after the consolidation, merger, transfer an initial public offering of some or lease if the Holder had exercised the Warrant immediately before the effective date all of the transaction. Ifcapital stock or other equity interests of Newco (an "IPO"), and each Partner shall take such steps to effect the IPO as may be requested by the General Partner, including, without limitation, consenting to and/or voting in favor of any necessary or desirable recapitalization, reorganization or exchange (collectively, a "Reorganization") and exchanging such Partner's interests in the Company to Newco in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, Reorganization for capital stock or other property upon completion equity interests of Newco; PROVIDED, HOWEVER, that no Partner shall be required to take any action or omit to take any action to the extent such transactionaction or omission violates applicable law and PROVIDED, further, that in no event will any transaction contemplated hereby materially disadvantage the economic position hereunder of any Limited Partner prior to such Reorganization (it being understood that taxation as a stockholder of a corporation shall not be deemed a disadvantage). In connection with any Reorganization, each Partner shall receive a share of the aggregate consideration received as part of the Reorganization equal in amount to the amount such Partner would receive as a Distribution if all assets of the Company shall provide or cause as of the end of the month immediately preceding such Reorganization were sold for cash equal to be provided to each holder of Warrants the right to elect the securitiestheir Fair Market Value, cash, or other property into which the Warrants shall be convertible, subject and all Company liabilities were satisfied to the same conditions applicable to holders of shares of Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be madeextent required by their terms, and the effect net assets of failing the Company were distributed in full to exercise the election)Partners pursuant to Section 6.1.1. Concurrently with At such time as the consummation Company reorganizes itself as a corporation pursuant to this Section, each of the Partners that has one or more representatives on the Management Committee shall be entitled to nominate the same number of members of the board of directors of the Company as it has representatives on the Management Committee, and the Partners agree to vote for the election of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical nominees to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution board of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applydirectors.

Reorganization of Company. If In case of any consolidation of the Company consolidates or merges with or intomerger of the Company into another entity, the Company or transfers or leases all or substantially all its assets tosuch successor entity shall execute and deliver to the Holder an agreement that the Holder shall have the right thereafter, any personand until the Expiration Date, upon consummation payment of the applicable Exercise Price in effect immediately prior to such transaction action (after giving effect to any applicable adjustments under subsections (a) and (b) of this Section 6) to purchase upon exercise of the Warrants shall automatically become exercisable for Warrant the kind and amount of securities, cash or shares and other assets which the securities and property (including cash) that such Holder of a Warrant would have owned immediately or have been entitled to receive after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date happening of the transaction. If, in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of shares of Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than had such Warrant been exercised immediately prior to such action. The Company shall at its sole expense mail by first class mail, postage prepaid, to the CompanyHolder notice of the execution of any such agreement. Such agreement shall provide for adjustments, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical substantially identical to the adjustments provided for in this SectionSection 6. The In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor company entity (if not the Company), shall mail to Holders a notice describing the expressly assume, by supplemental Warrant Agreement as soon as reasonably practicable after satisfactory in form and substance to the execution Holder in its sole judgment and executed and delivered to the Holder, the due and punctual performance and observance of any such supplemental Warrant Agreementeach and every covenant and condition of this Agreement to be performed and observed by the Company. The provisions of this subsection (g) shall similarly apply to successive consolidations or mergers. Any transfer, sale or lease of all or substantially all of the assets of the Company for a consideration consisting primarily of equity securities shall be deemed a consolidation or merger for the foregoing purposes. If the issuer of securities deliverable upon exercise of Warrants the Warrant under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporationentity, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(ksubsection (g) applies, the provisions of Sections 10(a), subsections (b), (c), (da) and (eb) of this Section 6 do not apply.

Reorganization of Company. If any reclassification of the Common Stock of the Company consolidates or merges any consolidation or merger of the Company with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of the Common Stock of the Company shall be entitled to receive stock, any personsecurities or assets with respect to or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreclassification, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer sale or lease if the Holder had exercised lease, lawful and adequate provisions shall be made whereby the Warrant immediately before holder shall thereafter have the effective date right to purchase and receive upon the basis and the terms and conditions specified in this Agreement and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right to electrights represented hereby had such rights been exercised immediately prior thereto, limitations on the period and in which any such election case appropriate provision shall be mademade with respect to the rights and interests of the holders of the Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, and as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect of failing any such reclassification, consolidation, merger, sale or lease, unless prior to exercise the election). Concurrently with the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company) resulting from such reclassification, consolidation or merger or the person to which corporation purchasing or leasing such sale or conveyance assets shall have been made, shall enter into assume by a supplemental Warrant Agreement so providing Agreement, executed and further providing for adjustments which shall be as nearly equivalent as mailed or delivered to the holders of the Warrants at the last address thereof appearing on the books of Company, the obligation to deliver to such holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreementpurchase. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(ksubsection (l) applies, the provisions of Sections 10(asubsections (a), (b), (c), (d) and (e) of this Section 10 do not apply.

Reorganization of Company. If the Company effects a capital reorganization or recapitalization of its capital stock or consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon then, as a condition precedent to the consummation of such transaction transaction, lawful and adequate provisions shall be made whereby the Warrants Warrant holder shall automatically become exercisable for thereafter have the kind right to purchase and amount receive upon the basis and the terms and conditions specified in this Agreement and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities, cash or other assets which the Holder holder of a Warrant would have owned received immediately after the reorganization, recapitalization, consolidation, merger, transfer or lease if the Holder holder had exercised the such Warrant immediately before the effective date of the transaction. If, and in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants case appropriate provision shall be convertible, subject made with respect to the same conditions applicable rights and interests of the holders thereof to holders the end that the provisions hereof (including without limitation provisions for adjustments of the number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right Warrants) shall thereafter be applicable, as nearly as may be, in relation to electany shares of stock, limitations on securities, cash or assets thereafter deliverable upon the period in which exercise thereof. The Company shall not effect any such election shall be madeconsolidation, and the effect of failing merger, transfer or lease, unless, prior to exercise the election). Concurrently with the consummation of such transactionthereof, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into and deliver to the holders of Warrants at the last address thereof appearing on the books of the Company, a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(ksubsection (m) applies, the provisions of Sections 10(asubsections (a), (b), (c), (d) and (e) of this Section 10 do not apply.

Reorganization of Company. If any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company consolidates or merges with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity, any personother than in each case in connection with an Acquisition Transaction shall be effected in such a way that holders of Common Stock of the Company shall be entitled to receive stock, upon consummation of securities or assets with respect to or in exchange for such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesCommon Stock, cash or other assets which the Holder of then, as a Warrant would have owned immediately after the condition precedent to such reorganization, reclassification, consolidation, merger, transfer sale or lease if lease, lawful and adequate provisions shall be made whereby the Holder had exercised shall thereafter have the Warrant immediately before right to purchase and receive upon the effective date basis and the terms and conditions specified herein and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reorganization, reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and 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, including without limitation, notice if applicable, provisions for adjustments of the right Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to electany shares of stock, limitations on securities or assets thereafter deliverable upon the period in which exercise hereof. The Company will not effect any such election shall be madeconsolidation, and the effect of failing merger, sale or lease, unless prior to exercise the election). Concurrently with the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company, ) resulting from such consolidation or merger or the person corporation purchasing or leasing such assets shall assume by written instrument, executed and mailed or delivered to which the Holder at the last address thereof appearing on the books of the Company, the obligation to deliver to the Holder such sale shares of stock, securities or conveyance shall have been madeassets as, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as in accordance with the foregoing provisions, the Holder may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of transaction constituting a Disposition Transaction shall be effected in such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. If, in connection with any such merger, consolidation or sale, way that holders of Common Stock are of Company shall be entitled to elect receive stock, securities or assets with respect to receive either securitiesor in exchange for such Common Stock, cashthen, or other property upon completion of as a condition precedent to such transaction, lawful and adequate provisions shall be made whereby the Company holder shall provide or cause to be provided to each holder of Warrants thereafter have the right to elect purchase and receive upon the securitiesbasis and the terms and conditions specified in this Agreement and in lieu of the Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, cashsuch shares of stock, securities or other property into which assets as may be issued or payable in such transaction with respect to or in exchange for the Warrants shall be convertible, subject to the same conditions applicable to holders of shares number of Common Stock purchasable and receivable upon the exercise of the rights represented hereby had such rights been exercised immediately prior thereto, and in any such case appropriate provision shall be made with respect to the rights and interests of Warrant Holder to the end that the provisions hereof (including, without limitation, notice provisions for adjustments of the right Exercise Price and of the number of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to electany shares of stock, limitations on securities or assets thereafter deliverable upon the exercise hereof. For a period in which such election shall be madeof twelve (12) months following the Closing Date, and the Company will not effect of failing to exercise the election). Concurrently with the consummation of any such transaction, unless prior to the corporation formed by or surviving any such consolidation or merger consummation thereof the successor entity (if other than Company) resulting from the Disposition Transaction or the entity purchasing, leasing or otherwise acquiring such assets shall assume by written instrument addressed to Warrant Holder, executed and mailed or delivered to Warrant Holder at the last address thereof appearing on the books of Company, the obligation to deliver to such Warrant Holder such shares of stock, securities or assets as, in accordance with the person to which foregoing provisions, such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as Holder may be practical entitled to purchase. “Disposition Transaction” means the adjustments provided for disposition (whether structured as a sale, lease or otherwise) by Company or any of its affiliates, directly or indirectly, in this Section. The successor company shall mail to Holders one transaction or a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution series of transactions of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate or all of the formedshares of (or other equity or voting interests in) Company or any or all of the assets or businesses of Company, survivingwhether by way of merger, transferee consolidation, tender offer, exchange offer, liquidation, dissolution, joint venture, purchase, recapitalization or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applysimilar transaction.

Reorganization of Company. If any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company consolidates or merges with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of Common Stock of the Company shall be entitled to receive stock, any personsecurities or assets with respect to or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreorganization, cash or other assets which the Holder of a Warrant would have owned immediately after the reclassification, consolidation, merger, transfer sale or lease if lease, lawful and adequate provisions shall be made whereby the Holder had exercised holder shall thereafter have the Warrant immediately before right to purchase and receive upon the effective date basis and the terms and conditions specified in this Agreement and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reorganization, reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right to electrights represented hereby had such rights been exercised immediately prior thereto, limitations on the period and in which any such election case appropriate provision shall be mademade with respect to the rights and interests of the holder of the Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, and as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect of failing any such consolidation, merger, sale or lease, unless prior to exercise the election). Concurrently with the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company, ) resulting from such consolidation or merger or the person corporation purchasing or leasing such assets shall assume by written instrument, executed and mailed or delivered to which the holder at the last address thereof appearing on the books of the Company, the obligation to deliver to such sale holder such shares of stock, securities or conveyance shall have been madeassets as, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as in accordance with the foregoing provisions, such holder may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of Company. If In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by subsection (a) or (b) of this Section 11 or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company consolidates or merges with or intointo another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or transfers in the case of any sale or leases all conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially all its assets toas an entirety in connection with which the Company is dissolved, any personthe Warrant holders shall thereafter have the right to purchase and receive, upon consummation of such transaction the basis and upon the terms and conditions specified in the Warrants shall automatically become exercisable for and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of securities, cash shares of stock or other assets which securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Holder of a Warrant holder would have owned immediately after the consolidation, merger, transfer or lease received if the Holder such Warrant holder had exercised the Warrant his, her or its Warrant(s) immediately before the effective date of the transaction. If, prior to such event; and if any reclassification also results in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of a change in shares of Common Stock covered by subsection (includinga) or (b) of this Section 11, without limitation, notice of the right to elect, limitations on the period in which then such election adjustment shall be made, and the effect of failing made pursuant to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(asubsections (a), (b), (c), this subsection (d) and (eg) do not applyof Section 11. The provisions of this subsection (d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Reorganization of Company. If at any time while this Warrant is outstanding and unexpired there shall be (a) a reorganization of the Company, (b) a merger or consolidation of the Company consolidates or merges with or intointo another entity in which the Company is not the surviving entity, or transfers a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or leases all otherwise, or (c) a sale or transfer of the Company's properties and assets as, or substantially all its assets toas, an entirety to any personother Person, then lawful and adequate provision will be made whereby the Holder will thereafter have the right to purchase and receive upon consummation the basis and upon the terms and conditions specified in this Warrant and in lieu of such transaction the Warrants shall automatically become exercisable for shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of this Warrant, the kind and amount of securitiesstock and other securities and assets (including, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidationwithout limitation, cash) receivable upon such merger, transfer consolidation or lease if sale by a holder of the Holder had exercised number of shares of Common Stock of the Company deliverable upon the exercise of this Warrant immediately before the effective date of the transaction. If, in connection with any prior to such merger, consolidation or sale. In any such case, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to appropriate provisions will be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject made with respect to the same conditions applicable rights and interests of the Holder to holders of shares of Common Stock the end that the provisions hereof (including, without limitation, notice provisions for adjustments of the right to electExercise Price and of the number of shares of Common Stock purchasable upon the exercise of this Warrant) will thereafter be applicable, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical be, in the good faith determination of the Board of Directors in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The foregoing provisions of this Section 3.2 shall similarly apply to successive reorganizations, mergers, consolidations and sales and to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution stock or securities of any such supplemental Warrant Agreement. If other Person that are at the issuer of securities deliverable time receivable upon the exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreementthis Warrant. If this Section 10(k) applies3.2 applies to a transaction, Section 3.1 shall not apply to such transaction. Notwithstanding anything to the contrary herein, and for so long as this Warrant remains outstanding, no reorganization, merger or consolidation of or with the Company may occur if, as a result, the provisions shares of Sections 10(a)Common Stock of the Company would cease to be listed or traded on a national securities exchange, (b)any Nasdaq quotation or market system, (c), (d) and (e) do not applyover-the-counter system or the Pink Sheets.

Reorganization of Company. If any reclassification of the Common Stock of the Company consolidates or merges any consolidation or merger of the Company with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of the Common Stock of the Company shall be entitled to receive stock, any personsecurities or assets with respect to or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreclassification, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer sale or lease if the Holder had exercised lease, lawful and adequate provisions shall be made whereby the Warrant immediately before holder shall thereafter have the effective date right to purchase and receive upon the basis and the terms and conditions specified in this Warrant and in lieu of the transaction. If, in connection with any such merger, consolidation or sale, holders shares of Common Stock are entitled 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 in such reclassification, consolidation, merger, sale or lease with respect to elect to receive either securities, cash, or other property upon completion of such transaction, in exchange for the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right to electrights represented hereby had such rights been exercised immediately prior thereto, limitations on the period and in which any such election case appropriate provision shall be mademade with respect to the rights and interests of the holders of the Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Stock Purchase Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, and as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect of failing any such reclassification, consolidation, merger, sale or lease, unless prior to exercise the election). Concurrently with the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company) resulting from such reclassification, consolidation or merger or the person to which corporation purchasing or leasing such sale or conveyance assets shall have been made, shall enter into assume by a supplemental Warrant Agreement so providing Agreement, executed and further providing for adjustments which shall be as nearly equivalent as mailed or delivered to the holders of the Warrant at the last address thereof appearing on the books of Company, the obligation to deliver to such holders such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holders may be practical entitled to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of Company. If In case of any consolidation of the Company consolidates or merges with or intomerger of the Company into another entity, the Company or transfers or leases all or substantially all its assets tosuch successor entity shall execute and deliver to the Holder an agreement, any personwhich shall be binding on the Holder, that the Holder shall have the right thereafter, and until the Expiration Date, upon consummation payment of the applicable Exercise Price in effect immediately prior to such transaction the Warrants shall automatically become exercisable for action (after giving effect to any applicable adjustments under subsections (a) through (f) of this Section 5) to purchase upon exercise of each Warrant the kind and amount of securities, cash or shares and other assets which securities and property (including cash) that the Holder of a Warrant would have owned immediately or have been entitled to receive after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date happening of the transaction. If, in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants shall be convertible, subject to the same conditions applicable to holders of shares of Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election). Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than had such Warrant been exercised immediately prior to such action. The Company shall at its sole expense mail by first class mail, postage prepaid, to the CompanyHolder notice of the execution of any such agreement. Such agreement shall provide for adjustments, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical substantially identical to the adjustments provided for in this SectionSection 5. In addition, the Company shall not merge or consolidate with or into, any other entity unless the successor entity (if not the Company), shall expressly assume, by agreement, the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company. The successor company provisions of this subsection (n) shall mail similarly apply to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution successive consolidations or mergers. Any statutory exchange or transfer, sale, exchange, lease or other disposition of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate all or substantially all of the formed, surviving, transferee assets of the Company for a consideration consisting primarily of equity securities shall be deemed a consolidation or lessee corporation, that issuer shall join in merger for the supplemental Warrant Agreementforegoing purposes. If this Section 10(ksubsection (n) applies, the provisions of Sections 10(asubsections (a), (b), (c), (d), (e) and (ef) of this Section 5 do not apply.

Reorganization of Company. If the Company effects a capital reorganization or recapitalization of its capital stock or consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon then, as a condition precedent to the consummation of such transaction transaction, lawful and adequate provisions shall be made whereby the Warrants Warrant holder shall automatically become exercisable for thereafter have the kind right to purchase and amount receive upon the basis and the terms and conditions specified in this Agreement and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities, cash or other assets which the Holder holder of a Warrant would have owned received immediately after the reorganization, recapitalization, consolidation, merger, transfer or lease if the Holder holder had exercised the such Warrant immediately before the effective date of the transaction. If, and in connection with any such merger, consolidation or sale, holders of Common Stock are entitled to elect to receive either securities, cash, or other property upon completion of such transaction, the Company shall provide or cause to be provided to each holder of Warrants the right to elect the securities, cash, or other property into which the Warrants case appropriate provision shall be convertible, subject made with respect to the same conditions applicable rights and interests of the holders thereof to holders the end that the provisions hereof (including without limitation provisions for adjustments of the number of shares of Common Stock (including, without limitation, notice purchasable and receivable upon the exercise of the right Warrants) shall thereafter be applicable, as nearly as may be, in relation to electany shares of stock, limitations on securities, cash or assets thereafter deliverable upon the period in which exercise thereof. The Company shall not effect any such election shall be madeconsolidation, and the effect of failing merger, transfer or lease, unless, prior to exercise the election). Concurrently with the consummation of such transactionthereof, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into and deliver to the holders of Warrants at the last address thereof appearing on the books of the Company, a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this Section 10(k) applies, the provisions of Sections 10(a), (b), (c), (d) and (e) do not apply.