Common use of Reorganizations, etc Clause in Contracts

Reorganizations, etc. In case, at any time during the Exercise Period, of any capital reorganization, of any reclassification of the stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) or of the sale of all or substantially all the properties and assets of the Corporation as an entirety to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. In any such reorganization or other action or transaction described above, appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Corporation will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase.

Reorganizations, etc. In case, at any time during on or prior to the end of the Exercise Period, of any capital reorganization, of any reclassification of the stock of the Corporation Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation Company with or into another corporation (other than a consolidation or merger in which the Corporation Company is the continuing operation and which does not result in any change in the Common StockWarrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) or of the sale of all or substantially all the properties and assets of the Corporation as an entirety Company to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation Company or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock Warrant Shares issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. In any such reorganization case, the Company shall, as condition precedent to such transaction, execute a new Warrant or other action cause such successor or transaction described abovepurchasing corporation, appropriate provision shall be made with respect as the case may be, to the rights and interests of execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the end that the provisions hereof (including, without limitation, provisions for adjustments remainder of the Warrant Price Exercise Period and upon such exercise to receive, in lieu of the number each share of shares purchasable and receivable Common Stock theretofore issuable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any the kind and amount of shares of stock, securities other securities, money and property issuable or payable, as the case may be, upon such merger, consolidation, sale of assets thereafter deliverable upon or other change to a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the exercise hereofadjustments provided for in this Warrant. The Corporation will not effect any such consolidationprovisions of this Section 8 shall similarly apply to successive mergers, merger or consolidations, sale unless, prior to the consummation thereof, the successor corporation or entity (if of assets and other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed changes and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasetransfers.

Reorganizations, etc. In caseIf after the date hereof, at any time during the Exercise Period, of any capital reorganization, of any reorganization or reclassification of the stock Common Stock of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares)Corporation, or the consolidation or merger of the Corporation with another corporation, or into another corporation (other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) or of the sale of all or substantially all the properties and of its assets to another corporation or other similar event shall be effected then, as a condition of the Corporation as an entirety to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger merger, or sale, (x) lawful, fair and adequate provision shall be exercisable made whereby the registered Holder of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the kind and number of shares of stock or other securities or property Common Stock of the Corporation or equal to the number of shares of Common Stock of the corporation resulting from such consolidation or surviving such merger or to which such properties Corporation immediately theretofore purchasable and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable receivable upon the exercise hereof immediately prior to of the rights represented by the Warrant, had such reorganization, reclassification, consolidation, merger merger, or sale. In any sale not taken place and (y) in such reorganization or other action or transaction described aboveevent, adequate and appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant such Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of this the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares share of stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Corporation will shall not effect any such consolidation, merger merger, or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction consolidation or merger, or the corporation or entity purchasing such assets assets, shall assume or accept, by written instrument, instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the CorporationHolder, the obligation to deliver to such holder such shares of stock, securities securities, or assets aswhich, in accordance with the foregoing provisions, such holder Holder may be entitled to purchase.

Reorganizations, etc. In case, at any time during the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result consolidation of a stock dividend or subdivision, split-up or combination of shares), the Company with or the consolidation or merger of the Corporation Company with or into another corporation (any other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Corporation as an entirety Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon (at the exercise hereof immediately prior to time of such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease, or other transfer if such exercise had taken place immediately prior thereto; and in any such reorganization or other action or transaction described abovecase, appropriate provision shall be made if necessary, the provisions set forth herein with respect to the rights and interests interest thereafter of the holder of this Warrant shall be appropriately adjusted so as to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise hereofof the Warrant. In case of any distribution by the Company of any security (including rights or warrants to subscribe for any such securities) of the Company, evidence of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Market Price on the record date mentioned below, less the Fair Market Value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The Corporation will subdivision or combination of share of Common Stock issuable upon exercise of this Warrant at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not effect any such consolidation, merger or sale unless, prior be deemed to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books be a reclassification of the Corporation, Common Stock of the obligation to deliver to such holder such shares Company for the purposes of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis clause (iii).

Reorganizations, etc. In case, at any time during the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result consolidation of a stock dividend or subdivision, split-up or combination of shares), the Company with or the consolidation or merger of the Corporation Company with or into another corporation (any other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Corporation as an entirety Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon (at the exercise hereof immediately prior to time of such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such reorganization or other action or transaction described abovecase, appropriate provision shall be made if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of this Warrant shall be appropriately adjusted so as to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise hereofof this Warrant. In case of any distribution by the Company of any security (including rights or warrants to subscribe for any such securities, evidences of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The Corporation will subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not effect any such consolidation, merger or sale unless, prior be deemed to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books be a reclassification of the Corporation, Common Stock of the obligation to deliver to such holder such shares Company for the purposes of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis clause (v).

Reorganizations, etc. In caseIf after the date hereof, at any time during the Exercise Period, of any capital reorganization, of any reorganization or reclassification of the stock Common Stock of the Corporation Company (other than a change in par value covered by Section 4(a) or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares(b)), or the consolidation or merger of the Corporation Company with or into another corporation (other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any reclassification or change in of the outstanding Common Stock) ), or of the sale of all or substantially all the properties and of its assets to another corporation or other similar event shall be effected then, as a condition of the Corporation as an entirety to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger merger, or sale, lawful, fair and adequate provision shall be exercisable made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified herein or in the Warrant and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the kind and number of shares of stock or other securities or property Common Stock of the Corporation or Company equal to the number of shares of Common Stock of the corporation resulting from such consolidation or surviving such merger or to which such properties Company immediately theretofore purchasable and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable receivable upon the exercise hereof immediately prior to of the rights represented by the Warrant, had such reorganization, reclassification, consolidation, merger merger, or sale. In any sale not taken place and in such reorganization or other action or transaction described aboveevent, adequate and appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of this the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares share of stock, securities securities, or assets thereafter deliverable upon the exercise hereof. The Corporation will Company shall not effect any such consolidation, merger merger, or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the CorporationCompany) resulting from such transaction consolidation or merger, or the corporation or entity purchasing such assets assets, shall assume by written instrumentagree in writing, executed and mailed or delivered as part of any such transaction, to provide the registered holder hereof at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder Holder with such shares of stock, securities securities, or assets aswhich, in accordance with the foregoing provisions, such holder the Holder may be entitled to purchase.

Reorganizations, etc. In case, at any time during the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result consolidation of a stock dividend or subdivision, split-up or combination of shares), the Company with or the consolidation or merger of the Corporation Company with or into another corporation (any other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Corporation as an entirety Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon (at the exercise hereof immediately prior to time of such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such reorganization or other action or transaction described abovecase, appropriate provision shall be made if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of this Warrant shall be appropriately adjusted so as to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise hereofof this Warrant. Jn case of any distribution by the Company of any security (including rights or warrants to subscribe for any such securities, evidences of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The Corporation will subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not effect any such consolidation, merger or sale unless, prior be deemed to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books be a reclassification of the Corporation, Common Stock of the obligation to deliver to such holder such shares Company for the purposes of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis clause (v).

Reorganizations, etc. In case, at any time during the Exercise Period, of any capital reorganization, case of any reclassification of or reorganization of, or other similar event with respect to, the stock of the Corporation outstanding Shares (other than a change in under Section 6(a), Section 6(b) or Section 6(c) hereof or that solely affects the par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of sharessuch Shares), or in the case of any merger or consolidation or merger of the Corporation Company with or into another corporation (other than a Change of Control or a consolidation or merger in which the Corporation Company is the continuing operation corporation and which that does not result in any change reclassification or reorganization of the outstanding Shares), or in the Common Stock) case of any sale or conveyance to another corporation or entity of the sale of all assets or substantially all the properties and assets other property of the Corporation Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holders shall thereafter have the right to any receive, on the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares or other corporationsecurities of the Company immediately theretofore issuable and receivable upon the exercise of the rights represented thereby, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number amount of shares of stock or other securities or property of the Corporation or of the corporation resulting from (including cash) receivable upon such reclassification, reorganization, merger, consolidation or surviving similar event, or upon a dissolution following any such merger sale or to which such properties and assets shall have been sold to which such holder transfer, that the Holder would have been entitled to receive if he such Holder had held the Common Stock issuable upon the exercise hereof exercised his, her or its Warrant(s) immediately prior to such reorganizationevent (the “Alternative Issuance” ); provided, reclassificationhowever, that (i) if the holders of the Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon any such consolidation, merger or saleother event, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Shares, each Holder shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such Holder would actually have been entitled as a shareholder if such Holder had exercised its Warrant(s) prior to the expiration of such tender or exchange offer, accepted such offer and all of the Shares held by such Holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 6. The provisions of this Section 6(d) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers or similar events. In any such reorganization no event will the Exercise Price be reduced to less than the par value per Share (or other action or transaction security) issuable upon exercise of such Warrant. In the case of any event described abovein this Section 6(d), appropriate provision adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the holder of this Warrant Holder after any such event to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) Warrant shall thereafter be applicableapplicable after the event, as nearly near as reasonably may be, in relation to any shares of stock, or other securities or assets thereafter deliverable after that event upon the exercise hereof. The Corporation will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis Warrant.

Reorganizations, etc. In case, at any time during the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result consolidation of a stock dividend or subdivision, split-up or combination of shares), the Company with or the consolidation or merger of the Corporation Company with or into another corporation (any other than a consolidation or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Corporation as an entirety Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable upon (at the exercise hereof immediately prior to time of such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such reorganization or other action or transaction described abovecase, appropriate provision shall be made if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of this Warrant shall be appropriately adjusted so as to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise hereofof this Warrant. In case of any distribution by the Company of any security (including rights or warrants to subscribe for any such securities but excluding Common Stock and any securities referred to in Section 3.1(a)(ii) of the Company, evidence of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The Corporation will subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant at any time outstanding into a greater or lesser number of shares of Common Stock (whether with or without par value) shall not effect any such consolidation, merger or sale unless, prior be deemed to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books be a reclassification of the Corporation, Common Stock of the obligation to deliver to such holder such shares Company for the purposes of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis clause (vi).

Reorganizations, etc. In case, at If any time during the Exercise Period, of any capital reorganization, of any reorganization or reclassification of the capital stock of the Corporation Company, or recapitalization of the Company, or distribution by the Company (other than a change in par value by dividend or from par value otherwise) to no par value or from no par value to par value or as a result all holders of a its Common Stock of assets (including securities and evidences of indebtedness, but excluding any stock dividend referred to in Section 4 and any dividend paid in cash out of the earned surplus or subdivision, split-up or combination capital surplus of sharesthe Company), or the consolidation or merger of the Corporation Company with or into another corporation (other than a consolidation entity, or merger in which the Corporation is the continuing operation and which does not result in any change in the Common Stock) or of the sale of all or substantially all of the properties and assets of the Corporation Company (each of the foregoing being referred to as an entirety "Extraordinary Event") shall be effected, then, as a condition of such Extraordinary Event, lawful and adequate provision shall be made whereby the Optionee shall thereafter have the right to any other corporationpurchase and receive upon the terms and conditions herein specified (and, if the outstanding shares of Common Stock are being converted or exchanged as a result of such Extraordinary Event, in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon exercise of this Warrant shall, after option) such reorganization, reclassification, consolidation, merger securities or sale, property as may be exercisable issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the kind and number of shares of stock or other securities or property of the Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Common Stock issuable immediately theretofore purchasable and receivable upon the exercise hereof immediately prior to of this option had such reorganizationExtraordinary Event not taken place, reclassification, consolidation, merger or sale. In and in any such reorganization or other action or transaction described above, case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Warrant Price exercise price and of the number of shares Shares purchasable and receivable upon the exercise of this Warrantoption) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets property thereafter deliverable upon the exercise hereof. The Corporation will Company shall not effect any such consolidation, consolidation or merger or sale unless, prior to or contemporaneously with the consummation thereof, the successor corporation or entity (if other than the CorporationCompany) resulting from such transaction consolidation or the corporation or entity purchasing such assets merger shall assume by written instrument, instrument executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the CorporationOptionee, the obligation to deliver to the Optionee such holder such shares of stock, securities or assets property as, in accordance with the foregoing provisions, such holder the Optionee may be entitled to purchasepurchase or receive.