Common use of Reorganization, Reclassification or Recapitalization of the Company Clause in Contracts

Reorganization, Reclassification or Recapitalization of the Company. If and whenever subsequent to the date hereof the Company shall effect (i) any reorganization or reclassification or recapitalization of the capital stock of the Company (other than in the cases referred to in Section 3(a)), (ii) any consolidation or merger of the Company with or into another Person, (iii) the sale, transfer or other disposition of the property, assets or business of the Company as an entirety or substantially as an entirety or (iv) any other transaction (or any other event shall occur) as a result of which holders of Shares become entitled to receive any Common Stock or other securities and/or property of the Company, any of its Subsidiaries or any other Person (including, without limitation, cash) with respect to or in exchange for the Shares, there shall thereafter be deliverable upon the exercise of this Warrant or any portion thereof (in lieu of or in addition to the Shares theretofore deliverable, as appropriate) the same number of shares of Common Stock or other securities and/or the same amount of property (including, without limitation, cash) to which the holder of the number of Shares which would otherwise have been deliverable upon the exercise of this Warrant or any portion thereof at the time would have been entitled upon such reorganization or reclassification or recapitalization of capital stock, consolidation, merger, sale, transfer, disposition or other transaction or upon the occurrence of such other event, and at the same aggregate Exercise Price. The term "Person" shall mean an individual, a corporation, an association, a joint-stock company, a business trust or other similar organization, a partnership, a limited liability company, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof.

Reorganization, Reclassification or Recapitalization of the Company. If and whenever subsequent to the date hereof the Company shall effect (i) any reorganization or reclassification or recapitalization of the capital stock of the Company (other than in the cases referred to in Section 3(a)), (ii) any consolidation or merger of the Company with or into another Person, (iii) the sale, transfer or other disposition of the property, assets or business of the Company as an entirety or substantially as an entirety or (iv) any other transaction (or any other event shall occur) as a result of which holders of Shares become entitled to receive any Common Stock or other securities and/or property of the Company, any of its Subsidiaries or any other Person (including, without limitation, cash) with respect to or in exchange for the Shares, there shall thereafter be deliverable upon the exercise of this Warrant or any portion thereof (in lieu of or in addition to the Shares theretofore deliverable, as appropriate) the same number of shares of Common Stock or other securities and/or the same amount of property (including, without limitation, cash) to which the holder of the number of Shares which would otherwise have been deliverable upon the exercise of this Warrant or any portion thereof at the time would have been entitled upon such reorganization or reclassification or recapitalization of capital stock, consolidation, merger, sale, transfer, disposition or other transaction or upon the occurrence of such other event, and at the same aggregate Exercise Price. The term "“Person" ” shall mean an individual, a corporation, an association, a joint-stock company, a business trust or other similar organization, a partnership, a limited liability company, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof. Prior to the consummation of any transaction or event described in the preceding sentence, the Company shall make equitable, written adjustments in the application of the provisions set forth herein for the benefit of the Holder, in a manner reasonably satisfactory to the Required Holders so that all such provisions shall thereafter be applicable, as nearly as possible, in relation to any Shares or other securities or other property thereafter deliverable upon exercise of the Warrants and so that the holders of the Warrants will (after exercise) enjoy all of the rights and benefits enjoyed by any holder of Common Stock in connection with any such transaction or event, including, without limitation, any subsequent tender offer or redemption of any such Shares or other securities. Any such adjustment shall be made by and set forth in a supplemental agreement of the Company and/or the successor entity, as applicable, for the benefit of the Holder, and in form and substance reasonably acceptable to the Required Holders, which agreement shall bind the Company and/or the successor entity, as applicable, and all holders of any portion of the Warrant then outstanding and shall be accompanied by a favorable opinion of the regular outside counsel to the Company or the successor entity, as applicable (or such other firm as is reasonably acceptable to the Required Holders), as to the enforceability of such agreement (with standard exceptions).