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

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If pursuant to the terms of a Change of Control, 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 of this Warrant shall have the right thereafter to receive, upon the exercise of the 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 the Other Property receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock into which this Warrant is exercisable immediately prior to such event. The Corporation shall not effect any Change of Control without the prior written consent of the holders of a majority in interest of the Warrants (as defined in the Preferred Stock Purchase Agreement) (in addition to any other consent or voting rights with respect to such Change of Control that such holders may have pursuant to this Warrant or applicable law) unless (i) the resulting successor or acquiring entity (if not the Corporation) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, assumes by written instrument all of the obligations of this Warrant and the Related Documents (as defined in the Preferred Stock Purchase Agreement) and (ii) the entity whose securities into which the Warrant shall become exercisable in such transaction is a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If there shall occur a Change of Control and, pursuant to the terms of a such Change of Control, 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 of this Warrant shall have the right thereafter to receive, upon the exercise of the 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 the Other Property receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock into which this Warrant is exercisable immediately prior to such event. The Corporation Company shall not effect any Change of Control without the prior written consent of the holders of a majority in interest of the Warrants (as defined in the Preferred Stock Purchase Agreement) (in addition to any other consent or voting rights with respect to such Change of Control that such holders may have pursuant to this Warrant or applicable law) unless (i) the resulting successor or acquiring entity (if not the CorporationCompany) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, assumes by written instrument all of the obligations of this Warrant and the Related Transaction Documents (as defined in the Preferred Stock Purchase Agreement) and (ii) the entity whose securities into which the Warrant shall become exercisable in such transaction is a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap Market).

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. (a) If there shall occur a Change of Control and, pursuant to the terms of a such Change of Control, 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 of this Warrant shall have the right thereafter to receive, upon the exercise of the 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 the Other Property receivable upon or as a result of such Change of Control by a holder of the number of shares of Common Stock into which this Warrant is exercisable immediately prior to such event. The Corporation Company shall not effect any Change of Control without the prior written consent of the holders of a majority in interest of the Warrants (as defined in the Preferred Stock Purchase Agreement) (in addition to any other consent or voting rights with respect to such Change of Control that such holders may have pursuant to this Warrant or applicable law) unless (i) the resulting successor or acquiring entity (if not the CorporationCompany) and, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the holders of the Common Stock are entitled to receive as a result of such Change of Control, assumes by written instrument all of the obligations of this Warrant and the Related Transaction Documents (as defined in the Preferred Stock Purchase Agreement) and (ii) the entity whose securities into which the this Warrant shall become exercisable in such transaction is a publicly traded corporation whose common stock is listed for trading on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap SmallCap Market.

Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. If, at any time while this Warrant is outstanding (ai) If pursuant to the terms of a Change of Control, shares of common stock Company effects any merger or consolidation of the successor Company with or acquiring into another individual or corporation, partnership, trust, incorporated or any cashunincorporated association, shares of joint venture, limited liability company, joint stock company or other securities or property entity of any nature whatsoever kind (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (each a “Other PropertyPerson”), are in which the Company is not the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) a majority of the Company’s Common Stock is acquired by a third party in one or a series of related transactions, (iv) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to be received by which all or distributed to substantially all of the holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (v) the Company effects any reclassification or reorganization of the CompanyCommon Stock or any share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 5 above) (any such case in (i) through (v) above, a “Fundamental Transaction”), then the Holder of this Warrant holder shall have the right thereafter to receivepurchase, upon the exercise of this Warrant with respect to the Shares, if any, that are vested and exercisable immediately prior to the Fundamental Transaction (“Vested Shares”), in lieu of such Vested Shares issuable upon exercise of this Warrant, the number same amount and kind of shares securities, cash or property as it would have been entitled to receive upon the occurrence of common stock of the successor or acquiring corporation or of the Company, such Fundamental Transaction if it is had been, immediately prior to such Fundamental Transaction, the surviving corporation, and the Other Property receivable upon or as a result of such Change of Control by a holder of the number of shares Vested Shares then issuable upon exercise in full of Common Stock into which this Warrant is pursuant to the terms herein (the “Vested Alternate Consideration”). Any Shares that shall have not become vested and exercisable immediately prior to the Fundamental Transaction shall continue to vest, if at all, pursuant to Section 2 hereof and Schedule B-5, and the holder shall have the right to purchase upon exercise of this Warrant with respect to that number of Shares that become vested and exercisable after the Fundamental Transaction, pursuant to Section 2 hereof and Schedule B-5 (“Subsequently Vested Shares”), in lieu of such eventSubsequently Vested Shares issuable upon exercise of this Warrant, the same amount and kind of securities, cash, or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Subsequently Vested Shares then issuable upon exercise of this Warrant pursuant to the terms herein (“Subsequently Vested Alternate Consideration”, and, together with the Vested Alternate Consideration, “Alternate Consideration”). In any such case appropriate provision (as determined in good faith by the Board of Directors of the Company) shall be made with respect to the rights and interests of the holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price pursuant to Section 5 above) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any Alternate Consideration deliverable upon the exercise hereof. The Corporation Company shall not effect any Change of Control without such Fundamental Transaction unless prior to or simultaneously with the prior written consent of consummation thereof, any successor to the holders of a majority in interest of the Warrants (as defined in the Preferred Stock Purchase Agreement) (in addition to any other consent or voting rights with respect to such Change of Control that such holders may have pursuant to this Warrant or applicable law) unless (i) the resulting successor or acquiring Company, surviving entity (if other than the Company) or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the holder, such Alternate Consideration as, in accordance with the foregoing provisions, the holder may be entitled to purchase and/or receive (as the case may be), and the other obligations under this Warrant. The aggregate Warrant Price for this Warrant will not be affected by any such Fundamental Transaction, but the Corporation) andCompany shall apportion such aggregate Warrant Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration, if an entity different from the successor or acquiring entity, the entity whose capital stock or assets the applicable. If holders of the Common Stock are entitled given any choice as to receive the securities, cash or property to be received in a Fundamental Transaction (the “Transaction Consideration”), then the holder shall be given the same choice as a result of such Change of Control, assumes by written instrument all of to the obligations Transaction Consideration it receives upon any exercise of this Warrant in accordance with the terms and conditions herein following such Fundamental Transaction. At the Related Documents (as defined in holder’s request, any successor to the Preferred Stock Purchase Agreement) and (ii) the Company or surviving entity whose securities into which the Warrant shall become exercisable in such transaction is Fundamental Transaction shall issue to the holder a publicly traded corporation whose common stock is listed new Warrant consistent with the foregoing provisions and evidencing the holder’s right to purchase the Alternate Consideration for trading on the New York Stock Exchangeaggregate Warrant Price upon exercise thereof. The foregoing provisions of this Section 6 shall similarly apply to successive reorganizations, the American Stock Exchangereclassifications, the Nasdaq National Market mergers, consolidations, spin-offs, or the Nasdaq Small Cap Marketdispositions of assets.