Reorganization, Reclassification, Consolidation or Merger. If, prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of the Corporation with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Corporation or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock, deliverable upon the exercise of this Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Corporation in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Warrant) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.
Reorganization, Reclassification, Consolidation or Merger. (a) If, prior to the Expiration Time, there shall be any reorganization or reclassification of the Company's Common Stock (other than a subdivision or combination of shares provided for in Section 7 hereof), or any consolidation or merger of the Company with another entity, the Warrant Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Company's Common Stock, deliverable upon the exercise of the Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by the Board of Directors of the Company in its sole discretion) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the Warrant Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the Warrant Shares) shall thereafter be applicable, as near as may reasonably be practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof.
(b) If any such reorganization, reclassification, consolidation, merger or share exchange results in a cash distribution in excess of the Purchase Price provided by this Warrant, the Warrant Holder may, at the Warrant Holder's option, exercise this Warrant without making payment of the Purchase Price, and in such case the Company or its successors and assigns shall, upon distribution to such Warrant Holder, consider the Purchase Price to have been paid in full, and in making settlement to such Warrant Holder, shall deduct an amount equal to the Purchase Price from the amount payable to such Warrant Holder. Notwithstanding anything herein to the contrary, the Company will not effect any such reorganization, reclassification, merger, consolidation or share exchange unless prior to the consummation thereof, the corporation that may be required to deliver any stock, securities or other assets upon the exercise of the Warrant issuable pursuant to this Agreement shall agree by an instrument in writing to deliver such stock, cash, securities or other assets to the Warrant Holder. A sale, transfer or lease of all or substantially all of the assets of the Company...
Reorganization, Reclassification, Consolidation or Merger. The shares of Common Stock issuable upon exercise of this Warrant shall be adjusted as follows: (a) in the event of any merger, consolidation or reorganization of the Company with any other corporation or corporations, there shall be substituted, on an equitable basis, for each such share of Common Stock the number and kind of shares of stock or other securities to which the holders of each share of Common Stock of the Company will be entitled pursuant to the transaction; and (b) in the event of any other substantially similar change in the capitalization of the Company (other than cash dividends in the ordinary course of business), an equitable adjustment shall be provided in the number of shares of Common Stock. In the event of any such adjustment the purchase price per share shall be proportionately adjusted.
Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (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 a stock dividend or subdivision, split-up or combination of shares), (iii) consolidation or merger of the Company with or into another Person, (iv) sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets to another Person; (v) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock; (vi) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination); or (vii) other similar transaction, in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, each Warrant shall, immediately after each such transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets of the Company or of the successor person (and if holders of Common Stock are given any choice as to the shares of stock or other securities or assets, then the Warrant Holder(s) shall be given the same choice) resulting from such transaction to which the Warrant Holder(s) would have been entitled upon consummation of such transaction if the Warrant Holder(s) had exercised this Warrant in full immediately prior to the time of such tran...
Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital reorganization of the Issuer, (ii) reclassification of the stock of the Issuer (other than changes resulting from a subdivision or combination), (iii) consolidation or merger of the Issuer with or into another person, (iv) sale of all or substantially all of the Issuer’s assets to another person or (v) other similar transaction(except for any transaction as otherwise provided for in Section 2.11(f)), in each case, pursuant to which the Shares (either directly or upon subsequent liquidation) would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property (any such event, a “Merger Event”), each $1,000 principal amount of Convertible Notes will, from and after the effective time of such Merger Event, be convertible into the same kind, type and proportions of consideration that a holder of a number of Shares equal to $1,000 divided by the Conversion Price in effect immediately prior to such Merger Event would have received in such Merger Event had the Purchaser converted such portion of its Convertible Notes into Shares in accordance with this Agreement immediately prior to the effective date of such Merger Event (“Reference Property”); provided that the foregoing shall not apply if the Purchaser is a Person with which the Issuer consolidated or into which the Issuer amalgamated or merged or which amalgamated with or merged into the Issuer or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Merger Event provides for different treatment of Shares of Common Stock held by such Constituent Persons or such Affiliate thereof. \\4140-6447-8783 v164123-4063-4962 v3 Prior to or at the effective time of such Merger Event, the Issuer or the successor or purchasing person, as the case may be, shall enter into an amendment to this Agreement in accordance with Section 12.01 providing for such change in the right to convert the Convertible Notes (to the extent so required); provided, however, that at and after the effective time of the Merger Event, any Shares that the Issuer would have been required to deliver upon conversion of the Convertible Notes in accordance with Section 2.11(f) shall instead be deliverable in the amount and type of Reference Property that a holder of that number of Shares would have received in such Merger Event. If the Merger Event causes the S...
Reorganization, Reclassification, Consolidation or Merger. If the ----------------------------------------------------------- Company shall (i) effect any reorganization or reclassification of its capital stock or (ii) consolidate or merge with or into any other person, in either case in a transaction in connection with which Holder has not exercised this Warrant, then, upon any exercise of this Warrant subsequent to the consummation thereof, Holder shall be entitled to receive, in lieu of the Common Stock issuable upon exercise immediately prior to such consummation, the stock or other securities or property (including cash) to which Holder would have been entitled upon such consummation if Holder had exercised this Warrant immediately prior thereto, all subject to further adjustments thereafter as provided in this Section 5.
Reorganization, Reclassification, Consolidation or Merger. If at any time while this Warrant is outstanding there is effected any reorganization or reclassification of the capital stock of the Company (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 a subdivision or combination of such capital stock), or any consolidation or merger of the Company with or into another corporation or entity (other than a consolidation or merger in which the Company is the surviving corporation and in which there is no change in the Company's outstanding Common Stock), or sale of all or substantially all of the Company's assets, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the
Reorganization, Reclassification, Consolidation or Merger. In case, at any time after the date of this Warrant, of any capital reorganization, or any reclassification of the stock of the Company (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another entity (other than a consolidation or merger in which the Company is the continuing entity and which does not result in any change in the Common Stock), this Warrant shall, after such reorganization, reclassification, consolidation or merger, be exercisable into the kind and number of shares of stock or other securities or property of the Company or of the entity resulting from such consolidation or surviving such merger to which Holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation or merger, Holder had exercised this Warrant for Common Stock. The provisions of this Subsection shall similarly apply to successive reorganizations, reclassifications, consolidations or mergers.
Reorganization, Reclassification, Consolidation or Merger. If at any time while this Warrant is outstanding there shall be any reorganization or reclassification of the Common Stock of the Company (other than a subdivision or combination of shares provided for in Section 2(a) hereof), or any consolidation or merger of the Company with another corporation, the Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Price, the number of shares of Common Stock or other securities or property of the Company or of the successor corporation resulting from such consolidation or merger, as the case may be, to which such Holder would have been entitled upon such reorganization, reclassification, consolidation, or merger if this
Reorganization, Reclassification, Consolidation or Merger. If the Company shall be party to any reorganization, reclassification, consolidation, or merger in which the Common Stock is changed into or exchanged for securities, cash, or other property, this Warrant shall thereafter entitle the Holder to receive the kind and amount of securities, cash, or other property that the Holder would have been entitled to receive if the Warrant had been exercised immediately prior to such event.
