Common use of REORGANIZATIONS AND RECAPITALIZATIONS Clause in Contracts

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be reorganized or recapitalized by reclassifying its outstanding Common Stock (or Other Securities) without par value to stock with par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, each Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, the number of shares of Underlying Securities per Unit that a holder would have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had held of record the number of shares of Underlying Securities per Unit immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock and Other Securities shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock and Other Securities, then, as a condition of such consolidation, merger or sale, immediately after the effective time of such consolidation, merger or sale, the Warrantholders shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement, the number of shares of Underlying Securities per Unit that a holder would have owned and had a right to receive as a result of such consolidation, merger or sale if such holder had actually held of record immediately prior to such consolidation, merger or sale the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant shall have the right to exercise such Warrant in full during the said 30-day period preceding the effective date of such merger, consolidation or sale.

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be reorganized or recapitalized by the reclassifying its outstanding Common Stock (or Other Securities) without par value to stock with par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, each Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, the number of shares of Underlying Securities per Unit that a holder would have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had held of record the number of shares of Underlying Securities per Unit immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock and Other Securities shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock and Other Securities, then, as a condition of such consolidation, merger or sale, immediately after the effective time of such consolidation, merger or sale, the Warrantholders shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement, the number of shares of Underlying Securities per Unit that a holder would have owned and had a right to receive as a result of such consolidation, merger or sale if such holder had actually held of record immediately prior to such consolidation, merger or sale the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly wholly-owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant shall have the right to exercise such Warrant in full during the said 30-day period preceding the effective date of such merger, consolidation or sale.or

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be reorganized or recapitalized by reclassifying its outstanding Common Stock (or Other Securities) without into a stock with different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock with without par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, each recapitalization Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, the number of shares of Underlying Securities per Unit that a holder would have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had actually held of record immediately prior to the date of such reorganization or recapitalization the number of shares of Underlying Securities purchasable per Unit immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporationany other person, shall be effected in such a way that holders of Common Stock and Other Securities shall be entitled to receive stock, securities securities, or assets with respect to or in exchange for Common Stock and Other Securities, then, as a condition of such consolidation, merger merger, or sale, immediately after the effective time of such consolidation, merger merger, or sale, sale the Warrantholders Warrantholder shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement, Agreement the number of shares of Underlying Securities per Unit that a holder would have owned and had a right to receive as a result of such consolidation, merger merger, or sale if such holder had actually held of record immediately prior to the record date of such consolidation, merger merger, or sale the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant shall have the right to exercise such Warrant in full during the said 30-day period preceding the effective date of such merger, consolidation or sale.

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be ------------------------------------- reorganized or recapitalized by reclassifying its outstanding Common Stock (or Other Securities) without into a stock with a different par value or by changing its outstanding Other Securities with par value to stock with without par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) or assets theretofore purchasable upon the exercise of the Warrants, the kind and amount of shares of stock, other securities or assets receivable upon such reorganization or recapitalization by a holder of the number of shares of Underlying Securities per Unit that a holder would Common Stock (or Other Securities) which the Warrantholder might have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had held of record the number of shares of Underlying Securities per Unit purchased immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock and (or Other Securities Securities) shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock and (or Other Securities), then, as a condition of such consolidation, merger or sale, immediately after the effective time of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Warrantholders shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive in lieu of the shares of the Underlying Common Stock immediately theretofore purchasable and receivable upon the basis and upon exercise of the terms and conditions specified Warrants, the number or amount, as the case may be, of such shares of stock, securities or assets as may be issuable or payable in this Warrant Agreement, respect of or in exchange for the number of shares of Underlying Securities per Unit Common Stock purchasable and receivable upon the exercise of the Warrants had such consolidation, merger or sale not occurred; and in any such case appropriate provision shall be made with respect to the rights and interests of the Warrantholders hereunder so that the provisions hereof (including without limitation provisions for adjustment of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of such stock or securities, or such assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the registered holder of each Warrant at the last address of such Warrantholder appearing on the books of the Company, the obligation to deliver to such Warrantholder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Warrantholder may be entitled to purchase. If a holder would have owned purchase, tender or exchange offer is made to and had a right accepted by the holders of more than 50% of the outstanding shares of Common Stock of the Company, the Company shall not effect any consolidation, merger or sale with the Person (as hereinafter defined) having made such offer or with any Affiliate (as hereinafter defined) of such Person, unless prior to receive as a result the consummation of such consolidation, merger or sale if such holder had actually held of record immediately prior to such consolidation, merger or sale the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant Warrantholders shall have been given the right to elect to receive upon the exercise such Warrant in full during of Warrants, either the said 30-day period preceding the effective date of such mergerstock, consolidation securities or sale.assets then

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be reorganized or recapitalized by reclassifying its outstanding Common Stock (or Other Securities) without into a stock with a different par value or by changing its outstanding Other Securities with par value to stock with without par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the shares of Common Stock (or Other Securities) or assets theretofore purchasable upon the exercise of the Warrants, the kind and amount of shares of stock, other securities or assets receivable upon such reorganization or recapitalization by a holder of the number of shares of Underlying Securities per Unit that a holder would Common Stock (or Other Securities) which the Warrantholder might have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had held of record the number of shares of Underlying Securities per Unit purchased immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock and (or Other Securities Securities) shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock and (or Other Securities), then, as a condition of such consolidation, merger or sale, immediately after the effective time of such consolidation, merger or sale, lawful and adequate provisions shall be made whereby the Warrantholders shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive in lieu of the shares of the Underlying Common Stock immediately theretofore purchasable and receivable upon the basis and upon exercise of the terms and conditions specified Warrants, the number or amount, as the case may be, of such shares of stock, securities or assets as may be issuable or payable in this Warrant Agreement, respect of or in exchange for the number of shares of Underlying Securities per Unit that a holder would have owned Common Stock purchasable and had a right to receive as a result of such consolidation, merger or sale if such holder had actually held of record immediately prior to such consolidation, merger or sale receivable upon the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors exercise of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant shall have the right to exercise such Warrant in full during the said 30-day period preceding the effective date of such merger, consolidation or sale.Warrants

REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall be reorganized or recapitalized by reclassifying its outstanding Common Stock (or Other Securities) without par value to stock with par value, then, as a condition of such reorganization or recapitalization, as the case may be, immediately after the effective time of such reorganization or recapitalization, each Warrantholder shall thereafter have the right to purchase, upon the terms and conditions specified herein, the number of shares of Underlying Securities per Unit that a holder would have owned and had the right to receive as a result of such reorganization or recapitalization if such holder had held of record the number of shares of Underlying Securities per Unit immediately prior to such reorganization or recapitalization. If any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation, shall be effected in such a way that holders of Common Stock and Other Securities shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock and Other Securities, then, as a condition of such consolidation, merger or sale, immediately after the effective time of such consolidation, merger or sale, the Warrantholders shall thereafter, subject to the last sentence of this Subsection, have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Agreement, the number of shares of Underlying Securities per Unit that a holder would have owned and had a right to receive as a result of such consolidation, merger or sale if such holder had actually held of record immediately prior to such consolidation, merger or sale the number of shares of Underlying Securities purchasable per Unit immediately prior to such consolidation, merger or sale. If the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation or where the Company will be a wholly owned subsidiary of another corporation (except where such merger or consolidation is effected merely in order to recapitalize or reincorporate the Company), or if the Company sells or otherwise disposes of all or substantially all of its property or assets to another corporation, all outstanding Warrants may be canceled by the Board of Directors of the Company as of the effective date of any such merger, consolidation or sale, provided that (i) written notice of such cancellation is given to each holder of a Warrant not later than 30 days prior to such effective date and (ii) each holder of a Warrant shall have the right to exercise such Warrant in full during the said 30-day period preceding the effective date of such merger, consolidation or sale.