Reorganization or Liquidation. In the event that the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, or if all or substantially all of the assets or more than 20 percent of the outstanding Stock of the Company is acquired by any other corporation, business entity or person, or in case of a reorganization (other than a reorganization under the United States Bankruptcy Code) or liquidation of the Company, and if the provisions of Section 7 hereof do not apply, the Board, or the board of directors of any corporation assuming the obligations of the Company, shall, as to the outstanding Conditional Grants either (i) make appropriate provision for the adoption and continuation of this Agreement by the acquiring or successor corporation and for the protection of any outstanding Conditional Grants by the substitution on an equitable basis of appropriate stock of the Company or of the merged, consolidated or otherwise reorganized corporation which will be issuable with respect to the Stock, provided that no additional benefits shall be conferred upon the Consultant holding this Conditional Grant as a result of such substitution, or (ii) provided that a Price Threshold Date has occurred, upon written notice to the Consultants, the Board may accelerate the vesting and payment dates of the entitlement to Stock under outstanding Conditional Grants so that all such existing entitlements are paid prior to any such event. In the latter event, such acceleration shall only apply to entitlements to Stock payable as the result of the occurrence of the most recent Price Threshold Date and shall not by such acceleration, deem the occurrence of a Price Threshold Date that has not occurred by the date of the notice.
Reorganization or Liquidation. In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue shares of Common Stock upon conversion of Series A Cumulative Convertible Preferred Stock at a conversion rate which provides for the issuance of a greater number of shares than provided by the conversion rate of Series A Cumulative Convertible Preferred Stock as originally issued, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination, reclassification or issuance shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur. If the Company is liquidated or dissolved, the Company may allow the Holders of any outstanding Warrants to exercise all or any part of the portion of the Warrants held by them; provided, however, that such Warrants must be exercised prior to the effective date of such liquidation or dissolution. If the Warrant holders do not exercise their Warrants prior to such effective date, each outstanding Warrant shall terminate as of the effective date of the liquidation or dissolution. The foregoing adjustments in the shares subject to Warrants shall be made by the Company, or by any successor to the Company, or by the applicable terms of any assumption or substitution document. The issuance of this Warrant shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate or dissolve, to liquidate or to sell or transfer all or any part of its business or assets.
Reorganization or Liquidation
