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

Reorganization, Reclassification, Merger or Sale. In case of any ------------------------------------------------ spin-off by the Company of another Person (the "Spin-off Entity"), in addition to all other adjustments of the Warrant Share Number and the Exercise Price pursuant to this Section 5, the Company shall issue to the Warrantholder a new warrant, in form and substance satisfactory to the Company and the Majority Warrantholders, entitling the Warrantholder to purchase, at an exercise price equal to the Exercise Price, the number of shares of common stock of the Spin- off Entity that the Warrantholder would have owned had the Warrantholder, immediately prior to such spin-off, exercised this Warrant, and in case of any capital reorganization, reclassification, a Merger, a Sale or a consolidation of the Company with or into another Person or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value) (each, a "Transaction"), the Company shall execute and deliver to the Warrantholder at least ten (10) Business Days prior to effecting such Transaction a certificate stating that the Warrantholder shall have the right thereafter to exercise this Warrant for the kind and amount of shares of stock or other securities, property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which this Warrant could have been exercised immediately prior to such Transaction and provision shall be made therefor in the agreement, if any, relating to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5.7 and any equivalent thereof in any such certificate similarly shall apply to successive transactions.

Reorganization, Reclassification, Merger or Sale. In case of any ------------------------------------------------ spin-off by the Company of another Person (the "Spin-off Entity"), in addition to all other adjustments of the Warrant Share Number and the Exercise Price pursuant to this Section 5, the Company shall issue to the Warrantholder a new warrant, in form and substance satisfactory to the Company and the Majority WarrantholdersWarrantholder, entitling the Warrantholder to purchase, at an exercise price equal to the excess of the Exercise Price in effect immediately prior to such spin-off over the Adjusted Exercise Price, the number of shares of common stock of the Spin- Spin-off Entity that the Warrantholder would have owned had the Warrantholder, immediately prior to such spin-off, exercised this Warrant, and in case of any capital reorganization, reclassification, a Merger, a Sale or a consolidation of the Company with or into another Person or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value) (each, a "Transaction"), the Company shall execute and deliver to the Warrantholder at least ten (10) Business Days prior to effecting such Transaction a certificate stating that the Warrantholder shall have the right thereafter to exercise this Warrant for the kind and amount of shares of stock or other securities, property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which this Warrant could have been exercised immediately prior to such Transaction and provision shall be made therefor in the agreement, if any, relating to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5.7 and any equivalent thereof in any such certificate similarly shall apply to successive transactions.

Reorganization, Reclassification, Merger or Sale. In case ------------------------------------------------ of any ------------------------------------------------ spin-off by the Company of another Person (the "Spin-off Entity"), in addition to all other adjustments of the Warrant Share Number and the Exercise Price pursuant to this Section 5, the Company shall issue to the Warrantholder a new warrant, in form and substance satisfactory to the Company and the Majority Warrantholders, entitling the Warrantholder to purchase, at an exercise price equal to the excess of the Exercise Price in effect immediately prior to such spin-off over the Adjusted Exercise Price, the number of shares of common stock of the Spin- Spin-off Entity that the Warrantholder would have owned had the Warrantholder, immediately prior to such spin-off, exercised this Warrant, and in case of any capital reorganization, reclassification, a Merger, a Sale or a consolidation of the Company with or into another Person or other change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value) (each, a "Transaction"), the Company shall execute and deliver to the Warrantholder at least ten (10) Business Days prior to effecting such Transaction a certificate stating that the Warrantholder shall have the right thereafter to exercise this Warrant for the kind and amount of shares of stock or other securities, property or cash receivable upon such Transaction by a holder of the number of shares of Common Stock into which this Warrant could have been exercised immediately prior to such Transaction and provision shall be made therefor in the agreement, if any, relating to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5.7 and any equivalent thereof in any such certificate similarly shall apply to successive transactions.