Common use of Reorganizations, Mergers, Consolidations or Sale of Assets Clause in Contracts

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale of all or substantially all assets or similar transaction (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere in this Section 5, or a Fundamental Event) (such transaction, an "Organic Change"), then, as a part of such Organic Change, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Price then in effect, the number of shares of Common Stock or other securities or property of the Company to which a holder of shares of Common Stock deliverable upon exercise of this Warrant would have been entitled in such Organic Change if this Warrant had been exercised immediately before such Organic Change. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval of the Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Organic Change to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. For the avoidance of any doubt, the foregoing provisions will similarly apply to successive Organic Changes.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale reorganization of all or substantially all assets or similar transaction the Company’s outstanding equity securities (other than a combination, reclassification, exchange, or subdivision of shares Warrant Shares provided for elsewhere in this Section 5, Warrant) or a Fundamental Event) (such transaction, an "Organic Change"), thenmerger or consolidation of the Company with or into another corporation, as a part of such Organic Changecapital reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number and class of shares of Common Stock stock or other securities or property of the Company Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of shares of Common Stock deliverable the Warrant Shares issuable upon exercise of this Warrant would have been entitled in such Organic Change capital reorganization, merger or consolidation if this Warrant had been exercised immediately before such Organic Changeprior thereto. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval of the Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Organic Change to the end capital reorganization, merger or consolidation such that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares Warrant Shares or other property deliverable after that event upon exercise of this Warrant. For the avoidance The provisions of any doubt, the foregoing provisions will this paragraph shall similarly apply to successive Organic Changescapital reorganizations, mergers or consolidations.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at In the event of any time there shall be (i) capital reorganization of the Company, (ii) reclassification of the stock of the Company (other than a capital reorganizationchange 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, recapitalizationsplit-up or combination of shares), merger(iii) consolidation or merger of the Company with or into another person, consolidation, (iv) sale of all or substantially all of the Company’s assets to another person or (v) other similar transaction (other than a combinationany such transaction covered by Section 3.2), reclassificationin each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, exchange, securities or subdivision of shares provided assets with respect to or in exchange for elsewhere in this Section 5, or a Fundamental Event) (such transaction, an "Organic Change")Common Stock, then, as a part of such Organic Changetransaction, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of shares of Common Stock or other securities or property of the Company to which a holder of shares of Common Stock the Shares deliverable upon exercise of this Warrant would have been entitled in such Organic Change transaction if this Warrant had been exercised immediately before such Organic Changetransaction. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval Company’s Board of the HolderDirectors) 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 after the Organic Change transaction to the end that the provisions of this Warrant (including adjustment of the Warrant Exercise Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that eventtransaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event transaction upon exercise of this Warrant. For the avoidance of any doubt, the foregoing provisions will similarly apply to successive Organic Changes.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale reorganization of all or substantially all assets or similar transaction the Company’s outstanding equity securities (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere in this Section 5, Warrant) or merger or consolidation of the Company with or into another corporation (other than a Fundamental Liquidation Event) (such transaction, an "Organic Change"), then, as a part of such Organic Changecapital reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Price then in effect, the number and class of shares of Common Stock stock or other securities or property of the Company Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of shares of Common Stock deliverable the Shares issuable upon exercise of this Warrant would have been entitled in such Organic Change capital reorganization, merger or consolidation if this Warrant had been exercised immediately before such Organic Changeprior thereto. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval of the Holder) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Organic Change to the end capital reorganization, merger or consolidation such that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. For the avoidance The provisions of any doubt, the foregoing provisions will this paragraph shall similarly apply to successive Organic Changescapital reorganizations, mergers or consolidations.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale reorganization of all or substantially all assets or similar transaction the Company’s outstanding equity securities (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere in this Warrant) or merger or consolidation of the Company with or into another corporation (other than a merger or consolidation described in Section 5, or a Fundamental Event) (such transaction, an "Organic Change"2 hereof), then, as a part of such Organic Changecapital reorganization, merger or consolidation, lawful provision shall be made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the Warrant Price then in effect, the number of shares of Common Stock stock or other securities or property of the Company Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of shares of Common Stock deliverable the Shares issuable upon exercise of this Warrant would have been entitled in such Organic Change capital reorganization, merger or consolidation if this Warrant had been exercised immediately before such Organic Changeprior thereto. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval Company’s Board of the HolderDirectors) 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 after the Organic Change to the end capital reorganization, merger or consolidation such that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of Shares shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. For the avoidance The provisions of any doubt, the foregoing provisions will this paragraph shall similarly apply to successive Organic Changescapital reorganizations, mergers or consolidations.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale of all or substantially all assets or similar transaction reorganization involving the Common Stock (other than a stock split, combination, reclassification, exchange, or subdivision of shares provided for elsewhere in this Section 5SUBSECTIONS 4.1 and 4.2 above) or a merger or consolidation of the Company with or into another corporation, or a Fundamental Event) (such transaction, an "Organic Change")the sale of all or substantially all of the Company's assets to any other person, then, as a part of such Organic Changereorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during in accordance with the period specified terms hereof, in this Warrant and upon payment lieu of the Warrant Price then in effectShares that Holder would have become entitled to purchase but for such event, the number of shares of Common Stock or such other securities or property of the Company Company, or of the successor corporation resulting from such event, to which a holder of shares of Common Stock deliverable upon exercise of this Warrant Holder would have been entitled in such Organic Change reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before such Organic Changethat reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval Company's Board of the HolderDirectors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the Organic Change reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of Shares purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. For the avoidance of any doubt, the foregoing provisions will similarly apply to successive Organic Changes.

Reorganizations, Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization, recapitalization, merger, consolidation, sale reorganization of all or substantially all assets or similar transaction Parent’s Parent Conversion Stock (other than a combination, reclassification, exchange, or subdivision of shares provided for elsewhere in this Section 5above) or merger or consolidation of Parent with or into another entity, or a Fundamental Event) (such transactionthe sale of Parent’s properties and assets as, or substantially as, an "Organic Change"entirety to any other person or entity (including through a stock transfer or merger), then, as a part of such Organic Changereorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder of the Series I Preferred Stock shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment exchange of the Warrant Price then in effectSeries I Preferred Stock, the number of shares of Common Parent Conversion Stock or other securities or property of Parent or of the Company successor entity resulting from such merger or consolidation, to which a holder of shares of Common the Parent Conversion Stock deliverable upon exercise the exchange of this Warrant the Series I Preferred Stock would have been entitled in such Organic Change capital reorganization, merger, or consolidation or sale if this Warrant the Series I Preferred Stock had been exercised exchanged immediately before such Organic Changethat capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Board, subject to the reasonable approval Corporation’s Board of the HolderDirectors) shall be made in the application of the provisions of this Warrant Certificate of Designation with respect to the rights and interests of the Holder of the Series I Preferred Stock after the Organic Change reorganization, merger, consolidation, or sale to the end that the provisions of this Warrant (including adjustment Certificate of the Warrant Price then in effect and number of Shares purchasable upon exercise of this Warrant) Designation shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise exchange of this Warrant. For the avoidance of any doubt, the foregoing provisions will similarly apply to successive Organic ChangesSeries I Preferred Stock.