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

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's ’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "“Organic Change." ” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the Holderholders of a majority of the Notes then outstanding) to deliver to each Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the HolderHolders of a majority of the Conversion Amount of the Notes then outstanding. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's ’s Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's ’s Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction of Holder in any new Note created pursuant to this section.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holderholders of a majority of the Notes then outstanding) to deliver to each Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the HolderHolders of a majority of the Conversion Amount of the Notes then outstanding. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's Corporation’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "“Organic Change." Prior ” As long as any share of Series C Preferred Stock is outstanding, prior to the consummation of any (i) Organic Change sale of all or substantially all of the Corporation’s assets to an acquiring Person or (ii) other Organic Change following which the Company Corporation is not a surviving entity, the Company Corporation will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the HolderHolders of at least a majority of the Series C Preferred Stock then outstanding) to deliver to each Holder of Series C Preferred Stock in exchange for this Notesuch shares, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Notethe Series C , Preferred Stock (including, without limitation, having a stated value and liquidation preference equal to the Stated Value and the Series C Stock Liquidation Preference held by such Holder) and reasonably satisfactory to the HolderHolders of at least a majority of the Series C Preferred Stock then outstanding. Prior to the consummation of any other Organic Change, the Company Corporation shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of at least a majority of the Conversion Amount of the Notes Series C Preferred Stock then outstanding) to ensure insure that each of the Holders of die Series C Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, ’s Series C Preferred Stock such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note ’s Series C Preferred Stock as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteSeries C Preferred Stock).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's Corporation’s assets to another Person or other transaction transaction, in each case which is effected in such a way manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock held by such holders, is referred to herein as "an “Organic Change." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder”. Prior to the consummation of any other Organic Change, the Company Corporation shall make appropriate provision (in form and substance reasonably satisfactory provisions to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure insure that each of the Holders will holders of Series H Preferred Stock shall thereafter have the right to acquire and receive receive, in lieu of or in addition to (as the case may be) the shares of Common Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Noteholder’s Series H Preferred Stock, such shares of stock, securities or assets that as such holder would have been issued or payable received in connection with such Organic Change with respect if such holder had converted its Series H Preferred Stock immediately prior to such Organic Change. In each such case, the Corporation shall also make appropriate provisions to insure that the provisions of this Section 5 and Section 6 below shall thereafter be applicable to the Initially Designated Preferred Stock. The Corporation shall not effect any such consolidation, merger or in exchange for sale, unless prior to the number of consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument, the obligation to deliver to each such holder such shares of Common Stock which would have been acquirable and receivable upon stock, securities or assets as, in accordance with the conversion of foregoing provisions, such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note)holder may be entitled to acquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalizationIf any capital reorganization or reclassification of the capital stock of the Company, reorganizationor any consolidation or merger of the Company with another corporation, reclassification, consolidation, merger, or the sale of all or substantially all of the Company's its assets to another Person or other transaction which is corporation shall be effected in such a way that holders of Common Stock are shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein Stock, then, as "Organic Change." Prior to a condition of such reorganization, reclassification, consolidation, exercise, merger or sale, lawful and adequate provision shall be made whereby the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire receive upon the basis and receive upon the terms and conditions specified herein and in lieu of or in addition to (as the case may be) the shares of Common Stock of the Company immediately theretofore acquirable and receivable upon the conversion exercise of this Warrant, the highest amount of shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Holder's NoteCommon Stock equal to the number of Warrant Shares for which this Warrant could have been exercised immediately prior to such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, 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 executed and mailed or delivered to the Holder at the last address of such holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets that would have been issued or payable (including cash) as, in such Organic Change accordance with respect the foregoing provisions, the Holder may be entitled to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note)receive.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's Corporation’s assets to another Person or other transaction similar transaction, in each case which is effected in such a way manner that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock Stock, is referred to herein as "an “Organic Change." ” Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company Corporation shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) provisions to ensure that the Series A Preferred shall not be cancelled or retired as a result of such Organic Change and each of the Holders will holders of the Series A Preferred shall thereafter have the right to acquire and receive receive, in lieu of or in addition to (as the case may be) the shares of Common Conversion Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Noteholder’s Series A Preferred, such shares of stock, securities or assets that as such holder would have been issued or payable received in connection with such Organic Change with respect if such holder had converted its Series A Preferred immediately prior to such Organic Change. In each such case, the Corporation shall also make appropriate provisions to ensure that the provisions of this Section 6 and Section 7 shall thereafter be applicable to the Series A Preferred. The Corporation shall not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Corporation) resulting from consolidation or merger or the entity purchasing such assets assumes by written instrument (in exchange for form and substance satisfactory to the number holders of a majority of the Series A Preferred then outstanding), the obligation to deliver to each such holder such shares of Common Stock which would have been acquirable and receivable upon stock, securities or assets as, in accordance with the conversion of foregoing provisions, such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note)holder may be entitled to acquire.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "Organic ChangeOrganicChange." Prior to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes Note then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization(a) If any capital reorganization or reclassification of the capital stock of the Company, reorganizationor any consolidation or merger of the Company with another corporation, reclassification, consolidation, merger, or the sale of all or substantially all of the Company's its assets to another Person or other transaction which is corporation shall be effected in such a way that holders of Common Stock are shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein Stock, then, as "Organic Change." Prior to a condition of such reorganization, reclassification, consolidation, exercise, merger or sale, lawful and adequate provision shall be made whereby the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity, the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "Acquiring Entity") a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change, the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire receive upon the basis and receive upon the terms and conditions specified herein and in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion exercise of this Warrant, the amount of shares of stock, securities or assets (including cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Holder's NoteCommon Stock equal to the number of Warrant Shares for which this Warrant could have been exercised immediately prior to such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interests of such Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets (including cash) thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, 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 executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets that would have been issued or payable (including cash) as, in such Organic Change accordance with respect the foregoing provisions, the Holder may be entitled to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the Note)receive.

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's Corporation’s assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "“Organic Change." Prior ” As long as any share of Series D Preferred Stock is outstanding, prior to the consummation of any (i) Organic Change sale of all or substantially all of the Corporation’s assets to an acquiring Person or (ii) other Organic Change following which the Company Corporation is not a surviving entity, the Company Corporation will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the HolderHolders of at least a majority of the Series D Preferred Stock then outstanding) to deliver to each Holder of Series D Preferred Stock in exchange for this Notesuch shares, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Notethe Series D Preferred Stock (including, without limitation, having a stated value and liquidation preference equal to the Stated Value and the Series D Stock Liquidation Preference held by such Holder) and reasonably satisfactory to the HolderHolders of at least a majority of the Series D Preferred Stock then outstanding. Prior to the consummation of any other Organic Change, the Company Corporation shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of at least a majority of the Conversion Amount of the Notes Series D Preferred Stock then outstanding) to ensure insure that each of the Holders of the Series D Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, ’s Series D Preferred Stock such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such Holder's Note ’s Series D Preferred Stock as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the NoteSeries D Preferred Stock).

Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company's Issuer’s assets to another Person or other transaction which that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as "“Organic Change." ” Prior to the consummation of any (i) Organic Change sale of all or substantially all of the Issuer’s assets to an acquiring Person or (ii) other Organic Change following which the Company Issuer is not a surviving entity, the Company Issuer will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case, the "“Acquiring Entity"”) a written agreement (in form and substance reasonably satisfactory to the HolderRequired Holders) to deliver to the Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar in form and substance to this Note, Note and reasonably satisfactory to the HolderAgent. Prior to the consummation of any other Organic Change, the Company shall Issuer will make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the Conversion Amount of the Notes then outstandingAgent) to ensure that each of the Holders Holder will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock Shares immediately theretofore acquirable and receivable upon the conversion of such Holder's Note, this Note (without regard to any limitations on conversion) such shares of stock, securities or assets that would have been issued or payable in such Organic Change with respect to or in exchange for the number of shares of Common Stock which Shares that would have been acquirable and receivable upon the conversion of such Holder's this Note as of the date of such Organic Change (without taking into account any limitations or restrictions on the convertibility of the this Note).