Common use of Reorganization, Reclassification, Consolidation, Merger or Sale of Assets Clause in Contracts

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stock, or consolidation, amalgamation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities, cash or other property with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon exchange of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange of this Warrant either the shares, securities or assets then issuable with respect to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given person.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If In case of any capital reorganization or reclassification or other change of the outstanding shares of Common StockStock (other than a change in par value, or consolidationfrom par value to no par value, amalgamation or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporationPerson (other than a consolidation or merger in which the Company is the resulting or surviving person and that does not result in any reclassification or change of outstanding Common Stock) (any of the foregoing, a “Transaction”), the Company, or such successor or purchasing Person, as the sale case may be, shall execute and deliver to each Holder of all the Warrants evidenced hereby, at least five Business Days prior to effecting any of the foregoing Transactions, a certificate that the Holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or substantially all other securities (of its assets to the Company or another corporation shall be effected in issuer) or property or cash receivable upon such Transaction by a way that holders holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments that shall be entitled as nearly equivalent as may be practicable to receive sharesthe adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or other property with respect to or in exchange for Common Stock, then, as receivable thereupon by a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares holder of Common Stock as would have been received upon exchange includes shares of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger stock or sale unless, prior to the consummation thereof, other securities of a Person other than the successor corporation (if or purchasing Persons and other than the Company) resulting from such consolidation , who controls or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted controlled by the successor or purchasing Person or who, in connection with such Transaction, issues stock, securities, other property or cash to holders of more than 50% Common Stock, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to Holders of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive Warrants upon the exchange exercise thereof as provided above. The provisions of this Warrant either the shares, securities or assets then issuable with respect Section 2(c) similarly shall apply to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given personsuccessive Transactions.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If In case of any capital reorganization or reclassification or other change of the Common Stockoutstanding shares of Series A Preferred Stock (other than a change in par value, or consolidationfrom par value to no par value, amalgamation or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporationPerson (other than a consolidation or merger in which the Company is the resulting or surviving person and that does not result in any reclassification or change of outstanding Series A Preferred Stock) (any of the foregoing, a “Transaction”), the Company, or such successor or purchasing Person, as the sale case may be, shall execute and deliver to each Holder of all the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the Holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and amount of shares of stock or substantially all other securities (of its assets the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of shares of Series A Preferred Stock into which such Warrant could have been exercised immediately prior to such Transaction (or, if the Series A Preferred Stock did not participate in any such Transaction, the kind and amount of shares of stock or other securities (of the Company or another corporation shall be effected in issuer) or property or cash receivable upon such Transaction by a way that holders holder of the number of shares of Common Stock into which such Series A Preferred Stock could have been converted immediately prior to such Transaction). Such certificate shall provide for adjustments that shall be entitled as nearly equivalent as may be practicable to receive sharesthe adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or other property with respect to or in exchange for Common Stockreceivable thereupon by a holder of Series A Preferred Stock (or, thenif applicable, as by a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares holder of Common Stock as would have been received issuable upon exchange conversion of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger Series A Preferred Stock) includes shares of stock or sale unless, prior to the consummation thereof, other securities of a Person other than the successor corporation (if or purchasing Persons and other than the Company) resulting from such consolidation , who controls or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted controlled by the successor or purchasing Person or who, in connection with such Transaction, issues stock, securities, other property or cash to holders of more than 50% Series A Preferred Stock or Common Stock, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to Holders of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive Warrants upon the exchange exercise thereof as provided above. The provisions of this Warrant either the shares, securities or assets then issuable with respect Section 2(b) similarly shall apply to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given personsuccessive Transactions.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stockcapital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock Series D Preferred Stock, shall be entitled to receive sharesstock, securities, cash or other property with respect to or in exchange for Common Stocksuch securities, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such sharesshares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) sale with respect to or in exchange for such number of outstanding shares of Common Stock the Company’s capital stock as would have been received upon exchange exercise of this Warrant at the Exchange Exercise Price then in effect. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Warrant Stock to Common Stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s Common Stock. Upon the occurrence of such an event, the Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 4 shall similarly apply to successive reclassifications, exchanges, substitutions and other events. Notwithstanding anything to the contrary set forth in this Warrant, the Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument promptly mailed or delivered to Holder, the obligation to deliver such sharesshares of stock, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock voting stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the sharesstock, securities or assets then issuable with respect to the Common Stock holders of the Company Warrant Stock or the sharesstock, securities or assets, or the equivalent, issued to previous holders of the Common Warrant Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person holding 10% or more of the securities of the given person, or a person controlling, controlled by or under common control with the given person.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If In case of (i) any capital reorganization or reclassification or other change of the outstanding shares of Common StockStock (other than a change in par value, or consolidationfrom par value to no par value, amalgamation or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Company with or into another corporation, Person (other than a consolidation or merger in which the Company is the resulting or surviving Person and that does not result in any reclassification or change of outstanding Common Stock) or (iii) transfer or sale of all or substantially all of its assets the Company’s Assets to another corporation person (any of the foregoing, a “Transaction”), the Company, or such successor or purchasing Person, as the case may be, shall be effected in execute and deliver to each Holder of the Warrants evidenced hereby, at least five (5) Business Days prior to effecting any of the foregoing Transactions, a certificate that the Holder of each such Warrant then outstanding shall have the right thereafter to exercise such Warrant into the kind and highest amount of shares of stock or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a way that holders holder of the number of shares of Common Stock into which such Warrant could have been exercised immediately prior to such Transaction. Such certificate shall provide for adjustments that shall be entitled as nearly equivalent as may be practicable to receive sharesthe adjustments provided for in this Section 2 and shall contain other terms identical to the terms hereof. If, in the case of any such Transaction, the stock, other securities, cash or other property with respect to or in exchange for Common Stock, then, as receivable thereupon by a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares holder of Common Stock as would have been received upon exchange includes shares of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger stock or sale unless, prior to the consummation thereof, other securities of a Person other than the successor corporation (if or purchasing Persons and other than the Company) resulting from such consolidation , who controls or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted controlled by the successor or purchasing Person or who, in connection with such Transaction, issues stock, securities, other property or cash to holders of more than 50% Common Stock, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or purchasing Person and acknowledge its obligations to issue such stock, securities, other property or cash to Holders of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive Warrants upon the exchange exercise thereof as provided above. The provisions of this Warrant either the shares, securities or assets then issuable with respect Section 2(c) similarly shall apply to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given personsuccessive Transactions.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If In case of any capital reorganization or reclassification or other change of the outstanding Common StockStock (other than as a result of a subdivision or combination), or consolidation, amalgamation in case of any consolidation or merger of the Company with or into another corporationPerson (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification, conversion, cancellation or change of outstanding Common Stock), or the in case of any sale or other disposition to another Person of all or substantially all of its the assets to another corporation shall be effected in of the Company (any of the foregoing, a “Transaction”), the Company, or such a way that holders of Common Stock shall be entitled to receive shares, securities, cash successor or other property with respect to or in exchange for Common Stock, thenpurchasing Person, as the case may be, shall execute and deliver to the Holder, at least five Business Days prior to effecting any Transaction, a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby certificate that the Holder shall have the right thereafter to acquire and receive upon exchange of exercise this Warrant into the kind and amount of units or other securities (or at the option of the HolderCompany or another issuer, as the case may be) or property or cash receivable upon such Transaction by a holder of the number of Shares into which this Warrant could have been exercised immediately prior to such Transaction, provided that the Company shall have structure such Transaction so that the right Holder shall be entitled to receive a new sell this Warrant in the Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4 hereof and equivalent Warrant for) shall contain other terms identical to the terms hereof. If, in the case of any such sharesTransaction, the stock, other securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares receivable thereupon by a holder of Common Stock as would have been received upon exchange includes stock or other securities of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, a Person (other than the successor corporation (if or purchasing Persons and other than the Company) resulting from which controls or is controlled by the successor or purchasing Person or which, in connection with such consolidation Transaction, issues stock, securities, other property or merger cash to holders of Common Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or the corporation purchasing Person and acknowledge its obligations to issue such assets shall assume by written instrument the obligation stock, securities, other property or cash to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the shares, securities or assets then issuable with respect as provided above. The provisions of this Section 8 similarly shall apply to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given personsuccessive Transactions.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stockcapital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Series C Preferred Stock shall be entitled to receive sharesstock, securities, cash or other property with respect to or in exchange for Common Stocksuch securities, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such sharesshares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) sale with respect to or in exchange for such number of outstanding shares of Common Stock the Company’s capital stock as would have been received upon exchange exercise of this Warrant at the Exchange Exercise Price then in effect. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Warrant Stock to Common Stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s Common Stock. Upon the occurrence of such an event, the Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 4 shall similarly apply to successive reclassifications, exchanges, substitutions and other events. Notwithstanding anything to the contrary set forth in this Warrant, the Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument promptly mailed or delivered to Holder, the obligation to deliver such sharesshares of stock, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock voting stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the sharesstock, securities or assets then issuable with respect to the Common Stock holders of the Company Warrant Stock or the sharesstock, securities or assets, or the equivalent, issued to previous holders of the Common Warrant Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person holding 10% or more of the securities of the given person, or a person controlling, controlled by or under common control with the given person.