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

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation, or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications modi- fications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.5, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.5 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (a) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (b) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.3, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.3 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.5, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.5 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stockstock (other than a change in nominal value to no nominal value, or from no nominal value to nominal value, or as a result of a subdivision, combination or other event described in paragraph (a) of this Section), consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 1112. For purposes of this Section 1112, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.5, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.5 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all any of its property, assets or business to another corporation (including by way of a spinoff) and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”"), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive receive, at the option of the Holder upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder to which the holder of the number securities deliverable upon the exercise of shares of Common Stock for which this Warrant is exercisable would have been entitled in such reorganization, reclassification, merger, consolidation or disposition of assets if this Warrant had been exercised immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 1112. For purposes of this Section 1112, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassificationreclassifica tion, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporationcorporation or of the Company (if it is the surviving corpora tion), or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the Companywho are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.6, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.6 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition dispositions of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company event the Issuer shall reorganize its capital, reclassify its capital stock, consolidate or merge with or and into another corporationcorporation or entity (where the Issuer is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Issuer), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation or entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporationcorporation or entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation or entity (“"Other Property”"), are to be received by or distributed to the holders of Common Stock of the CompanyIssuer, then the Issuer shall, as a condition precedent to such transaction, cause effective provisions to be made so that each Warrant Holder shall have the right thereafter to receive receive, upon exercise of this Warranta warrant, solely the number of shares of Common Stock "common stock of the successor or acquiring corporation corporation" or of the CompanyIssuer, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets assets, by a Holder holder of the number of shares of Common Stock for which this a Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, such provisions shall include the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed express assumption by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Warrant Holder shall have the right thereafter to receive receive, upon exercise of this Warrantthe Warrants, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of the Warrants shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant Agreement to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable the Warrants thus become exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 116. For purposes of this Section 116.3, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 6.3 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If at any time after the Company Original Issue Date Pegasystems shall reorganize its capital, reclassify its capital stock, stock consolidate or merge with or into another corporationcorporation (where Pegasystems is not the surviving entity or where there is any change whatsoever in, or distribution with respect to, the outstanding Common Stock of Pegasystems), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation Person and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common capital stock of the successor or acquiring corporation, entity or of Pegasystems (if it is the surviving entity) or any cash, shares of stock cash or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other "Substitute Property”), ") are to be received by or distributed to the holders of Common Stock of the Company, Pegasystems who are holders immediately prior to such transaction then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this WarrantWarrant in accordance with Section 2, the number amount of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Substitute Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price payable for the shares of Common Stock purchasable upon exercise of this Warrant immediately prior to such event (as it may be adjusted) shall be allocated among the items of Substitute Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets (and, to the extent still applicable, the shares of Common Stock for which this Warrant was exercisable immediately prior to such transaction) in proportion to the respective fair market values of such items of Substitute Property (and such shares of Common Stock) as determined in good faith by the Board of Directors or Chief Financial Officer of Pegasystems, subject to the right of the Majority Holders to challenge such allocation under Section 13.8. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation entity (if other than the CompanyPegasystems) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company Pegasystems and all the obligations and liabilities hereunderhereunder (including, without limitation, its obligations under Section 7), subject to such modifications as may be deemed appropriate reasonably agreed upon by Pegasystems (as determined in good faith by resolution of or the Board of Directors of successor or acquiring entity) and the Company) Majority Holders in order to provide for appropriate antidilution adjustments of Warrant Shares for with respect to any equity securities included in such Substitute Property, which this Warrant is exercisable which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 113. For purposes Alternatively, upon the request of the Holder of this Section 11Warrant accompanied by the surrender of this Warrant, “common stock of the such successor or acquiring corporation” entity shall include stock of issue in its own name a new Warrant reflecting such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stockmodifications. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case (a) If there shall occur a reclassification or redesignation of Common Shares at any time or a change of the Common Shares into other shares or other securities or any other capital reorganization (other than a share dividend, subdivision or combination referred to in Section 4.1), or a consolidation, amalgamation, arrangement or merger of the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationany other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or redesignation of the Common Shares or a change of the Common Shares into other securities), or sell, a transfer or otherwise dispose of all or substantially all its property, of the undertaking or assets or business of the Company to another corporation or other entity (any of such events being herein called a “Capital Reorganization”), and, pursuant to the terms of such reorganizationCapital Reorganization, reclassification, merger, consolidation or disposition of assets, common shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock shares of the successor or acquiring corporation (any such consideration other than common shares, the “Other Property”), are to be received by or distributed to the holders of Common Stock of the CompanyShares, then the Holder shall have the right thereafter to receive receive, and will accept upon the exercise of this Warrantthe Warrant in lieu of the Common Shares to which the Holder was entitled to receive, the number of common shares of Common Stock of the successor or acquiring corporation or of and the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets Capital Reorganization by a the Holder of the number of shares of Common Stock for Shares into which this the Warrant is exercisable immediately prior to such event. . (b) In case of any such reorganization, reclassification, merger, consolidation Capital Reorganization described in Section 4.4(a) above where Other Property is received or disposition distributed to holders of assetsCommon Shares, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of contained in this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board board of Directors directors of the Company) in order to provide for adjustments of Warrant Shares for the common shares of the successor or acquiring corporation into which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock4. The foregoing provisions of this Section 11 4 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assetsCapital Reorganization transactions.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Holder of this Warrant shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of this Warrant shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable thus becomes exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 114. For purposes of this Section 114.6, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 4.6 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation, or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”"), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case If the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation or entity (where the Company is not the surviving corporation or entity or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation or entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock (or other equity interests) of the successor or acquiring corporationcorporation or entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock (or other equity interests) of the successor or acquiring corporation or entity (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive receive, upon exercise of this Warrant, the number of shares of Common Stock common stock (or, if applicable, the proportion of the equity interests) of the successor or acquiring corporation or entity or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 1110. For purposes of this Section 1110, “common stock of the successor or acquiring corporationcorporation or entity” shall include stock of such corporation (or equity interests of such entity) of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stockstock or equity interests, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stockstock or equity interests. The foregoing provisions of this Section 11 10 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporationcorporation (where the Company is not the surviving corporation or where there is any change whatsoever in, or distribution with respect to, the Outstanding Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, (i) shares of common stock of the successor or acquiring corporation or of the Company (if it is the surviving corporation, ) or (ii) any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“"Other Property”), ") are to be received by or distributed to the holders of Common Stock of the CompanyCompany who are holders immediately prior to such transaction, then the Warrant Holder shall have the right thereafter to receive receive, upon exercise of this Warrantthe Warrants, the number of shares of Common Stock common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder holder of the number of shares of Common Stock for which this Warrant is the Warrants are exercisable immediately prior to such event. In such event, the aggregate Exercise Price otherwise payable for the shares of Common Stock issuable upon exercise of the Warrants shall be allocated among the shares of common stock and Other Property receivable as a result of such reorganization, reclassification, merger, consolidation or disposition of assets in proportion to the respective fair market values of such shares of common stock and Other Property as determined in good faith by the Board of Directors of the Company. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant Agreement to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares any shares of the common stock of such successor or acquiring corporation for which this Warrant is exercisable the Warrants thus become exercisable, which modifications shall be as nearly equivalent as practicable to the adjustments provided for in this Section 116. For purposes of this Section 116.5, “"common stock of the successor or acquiring corporation” " shall include stock of such corporation of any class which that is not preferred as to dividends or assets over any other class of stock of such corporation and which that is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which that are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 6.5 shall similarly apply to successive reorganizations, reclassificationsreclassification, mergers, consolidations or disposition of assets.