Common use of Reorganization or Merger Clause in Contracts

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) of Section (8) hereof.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. Notwithstanding the foregoing, in the event that, as a result of any merger, consolidation, sale of assets or similar transaction, all of the holders of Common Stock receive and are entitled to receive no consideration other than cash in respect of their shares of Common Stock, then, at the effective time of the transaction, the rights to purchase Common Stock pursuant to the Warrants shall terminate, and the holders of the Warrants shall, notwithstanding any other provisions of this Warrant, receive in respect of each Warrant to purchase one (1) share of Common Stock, upon presentation of the Warrant Certificate, the amount by which the consideration per share of Common Stock payable to the holders of Common Stock at such effective time exceeds the Exercise Price in effect on such effective date, without giving effect to the transaction. In the event that that, in connection with any such capital reorganization or reclassificationa transaction, consolidation, merger, sale or conveyance, additional shares the value of the consideration to be received per share of Common Stock is equal to or less than the Exercise Price, the Warrants shall automatically terminate and no consideration will be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) of Section (8) hereofpaid with respect thereof.

Reorganization or Merger. In ------------------------------------------ case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with a subsidiary subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) , or in case of any sale, lease or conveyance sale to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, merger or sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, change consolidation, mergermerger or sale; provided that, sale or conveyancethe resulting entity is a publicly traded corporation, otherwise this Warrant shall terminate upon the closing of such transaction to the extent then unexercised. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 (i) shall similarly apply to successive reclassificationsreclassification, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales mergers or conveyancessales. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional any shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a1) of Section (8) f) hereof.

Reorganization or Merger. In case of any ------------------------------------------ reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (corporation, other than a merger with a subsidiary subsidiary, in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) , or in case of any sale, lease or conveyance sale to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the holder Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, merger or sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, change consolidation, mergermerger or sale; provided that, sale or conveyancethe resulting entity is a publicly traded corporation, otherwise this Warrant shall terminate upon the closing of such transaction to the extent then unexercised. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 (i) shall similarly apply to successive reclassificationsreclassification, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales mergers or conveyancessales. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional any shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a1) of Section (8) f) hereof.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyCompany (other than a change in par value, or from par value to no par value or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this WarrantStock) or in case of any sale, lease sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, shall cause effective provisions provision to be made so that the holder Executive shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, as he has hereunder to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 Paragraph (G) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales sale or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other that than Common Stock, any such issue shall be treated as a s an issue of Common Stock covered by the provisions hereof with the amount of Subsection (a) the consideration received upon the issue thereof being determined by the Board of Section (8) hereofDirectors of the Company, such determination to be final and binding on the Executive.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyCompany (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, shall cause effective provisions provision to be made so that the holder Holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassificationclassification, capital reorganization and or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrantwarrant. The foregoing provisions of this Section 9 Paragraph 10 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other that than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) 6 hereof with the amount of Section (8) hereofthe consideration received upon the issue thereof being determined by the Company's board of directors, such determination to be final and binding on the Holder.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entiretyentirety (collectively such actions being hereinafter referred to as "Reorganizations"), the Company shall, as a condition precedent to such Reorganization transaction, cause effective provisions to be made so that the holder Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase receive in lieu of the amount of securities otherwise deliverable, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance Reorganization by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant and the warrants included in the Shares immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceReorganization. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 paragraph shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) of Section (8) hereofReorganizations.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Preferred Stock of the CompanyCompany (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Preferred Stock except by way of dividend or other distribution or except by way of a subdivision, split or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and or which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Preferred Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety), the Company shall, as a condition precedent to such transaction, shall cause effective provisions provision to be made so that the holder Holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and or other change, consolidation, consolidation or merger, sale or conveyance by a holder of the number of shares of Common Preferred Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 10 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Preferred Stock and to successive consolidations, consolidations and mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, consolidation or merger, sale or conveyance, additional shares of Common Preferred Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) of Section (8) hereof.,

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyCompany (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock except by way of dividend or other distribution or except by way of a subdivision, split or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and or which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety), the Company shall, as a condition precedent to such transaction, shall cause effective provisions provision to be made so that the holder Holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and or other change, consolidation, consolidation or merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, consolidation or merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 10 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, consolidations and mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, consolidation or merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company other that than Common Stock, any such amount of the consideration received upon the issue thereof being determined by the Board of Directors of the Company in good faith shall be treated as an issue of Common Stock covered by final and binding on the provisions of Subsection (a) of Section (8) hereofHolder.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyBank (other than a change in par value, or from par value to no par value, or from Common Stock by way of dividend or other distribution or of a subdivision or combination), or in the case of any consolidation or merger of the Company Bank with or into another corporation (other than a merger with a subsidiary in which merger the Company Bank is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease sale or conveyance to another corporation of the property of the Company Bank as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, Bank shall cause effective provisions provision to be made so that the holder Holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to during the expiration of the Warrant30-day notice period provided in Section 7 hereof, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision provisions for adjustments which shall be as nearly equivalent as may be practicable to the adjustments adjustment provided for in this Warrant. The foregoing provisions provision of this Section 9 8 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for or of a security of the Company Bank other that than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (aParagraph 6(a) hereof with the amount of Section (8) hereofthe consideration received upon the issue thereof being determined by the Board of Directors of the Bank, such determination to be final and binding on the Holder.

Reorganization or Merger. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the CompanyCompany (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of an issuance of Common Stock by way of dividend or other distribution or of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, shall cause effective provisions provision to be made so that the holder shall have the right thereafter thereafter, by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and or other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 9 8 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other that Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (a) of Section (8) hereof.