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

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at ----------------------------------------------------------- any time or from time to time on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section SECTION 4) or a merger or ---------- consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 SECTION4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation or sale to the end that the provisions of this Section SECTION 4 (including adjustment of the Warrant Purchase Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at ----------------------------------------------------------- any time or from time to time on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section SECTION 4) or a merger or ---------- consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section SECTION 4 with respect to the rights --------- of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation or sale to the end that the provisions of this Section SECTION 4 --------- (including adjustment of the Warrant Purchase Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If ------------------------------------------------------------ at any time or from time to time after the date hereof there is shall be a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, payment of dividend, reclassification or exchange of shares Common Stock provided for elsewhere in this Section 4) above), or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the holder 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 Exercise Price then in effect, the number of shares of stock Shares or other securities or property of the CorporationCompany, or of the successor corporation resulting from such merger or consolidation or saleconsolidation, for to which a holder Holder of the number of shares of Common Stock deliverable Shares issuable upon exercise of this Warrant would have been entitled on in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Section 4 Warrant with respect to the rights and interests of the holder Holder of this Warrant after the reorganization, merger, consolidation consolidation, or sale to the end such that the provisions of this Section 4 Warrant (including adjustment of the Warrant Exercise Price then in effect and the number and kind of shares securities purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicablein relation to any securities purchasable after that event upon exercise of this Warrant.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Purchase Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the Corporation's Company’s properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise conversion would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Purchase Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is shall be a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, payment of dividend, reclassification or exchange of shares Common Stock provided for elsewhere in this Section 4) above), or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the holder 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 Exercise Price then in effect, the number of shares of stock Shares or other securities or property of the CorporationCompany, or of the successor corporation resulting from such merger or consolidation or saleconsolidation, for to which a holder Holder of the number of shares of Common Stock deliverable Shares issuable upon exercise of this Warrant would have been entitled on in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Section 4 Warrant with respect to the rights and interests of the holder Holder of this Warrant after the reorganization, merger, consolidation consolidation, or sale to the end such that the provisions of this Section 4 Warrant (including adjustment of the Warrant Exercise Price then in effect and the number and kind of shares securities purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicablein relation to any securities purchasable after that event upon exercise of this Warrant.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time times on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification reclassification, or exchange of shares provided for elsewhere in this Section 4) ), or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the Corporation's Company’s properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation consolidation, or sale, provision provisions shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation consolidation, or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Exercise Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If If, at any time or from time to time after the date hereof Filing Date, there is a capital reorganization of the Common Stock (other than a recapitalization, subdivisiondivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4D) or a merger or consolidation of the this Corporation into or with another corporation or into another corporation, or the a sale of all or substantially all of the this Corporation's properties and assets to any other person or entityperson, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made so that the holder holders of this Warrant outstanding shares of Series C Stock shall thereafter be entitled to receive upon exercise of this Warrant conversion thereof the number of shares of stock or other securities or property of the this Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise into which their shares of Series C Stock were convertible would have been entitled on such capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 D with respect to the rights of the holder holders of this Warrant the outstanding shares of Series C Stock after the capital reorganization, merger, consolidation consolidation, or sale to the end that the provisions of this Section 4 D (including adjustment of the Warrant Series B Conversion Price then in effect and the number of shares purchasable upon exercise into which the shares of this WarrantSeries B Stock may be converted) shall be applicable after that event and be as nearly equivalent to such Conversion Prices and number of shares as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section SECTION 4) or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section SECTION 4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation or sale to the end that the provisions of this Section SECTION 4 (including adjustment of the Warrant Purchase Price then in effect and the number of shares purchasable upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If ----------------------------------------------------------- at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock Exchange Securities (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4paragraph 3) or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant SSI shall thereafter be entitled to receive upon exercise exchange of this Warrant the OpenTV Shares the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock Exchange Securities deliverable upon exercise exchange would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 paragraph 3 with respect to the rights of the SSI as a holder of this Warrant the OpenTV Shares after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 paragraph 3 (including adjustment of the Warrant BVI Exchange Price then in effect and the number of shares purchasable Exchange Securities receivable upon exercise exchange of this Warrantthe OpenTV Shares) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is shall be a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, payment of dividend, reclassification or exchange of shares Common Stock provided for elsewhere in this Section 4) above), or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets as, or substantially as, an entirety to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the holder 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 Exercise Price then in effect, the number of shares of stock Shares or other securities or property of the CorporationCompany, or of the successor corporation resulting from such merger or consolidation or saleconsolidation, for to which a holder Holder of the number of shares of Common Stock deliverable Shares issuable upon exercise of this Warrant would have been entitled on in such capital reorganization, merger, or consolidation or sale if this Warrant had been exercised immediately before that capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Section 4 Warrant with respect to the rights and interests of the holder Holder of this Warrant after the reorganization, merger, consolidation consolidation, or sale to the end such that the provisions of this Section 4 Warrant (including adjustment of the Warrant Exercise Price then in effect and the number and kind of shares securities purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.in relation to any securities purchasable after that event upon exercise of this Warrant. 6.4

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after of the date hereof there is following transactions (each, a “Special Transaction”) shall become effective: (a) a capital reorganization of the Common Stock reorganization, whether by reclassification, exchange, substitution or otherwise (other than a recapitalizationstock or cash dividend, subdivision, combination, reclassification combination or exchange of shares other distribution provided for elsewhere in this Section 42), (b) a consolidation or a merger or consolidation of the Corporation Company with or into another corporationentity, or the (c) a sale or conveyance of all or substantially all of the Corporation's properties and assets to any other person or entity, then, Company’s assets; then as a part condition of any such reorganizationSpecial Transaction, merger, consolidation or sale, lawful and adequate provision shall be made so that the holder Holder of this Warrant shall thereafter be entitled have the right to purchase and receive upon exercise of this Warrant, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, for the number of aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock stock, other securities, cash or other securities assets as may be issued or property payable in and pursuant to the terms of such Special Transaction to the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number holders of shares of Common Stock deliverable upon exercise would for which this Warrant could have been entitled on exercised immediately prior to such capital reorganization, merger, consolidation, or saleSpecial Transaction. In connection with any such caseSpecial Transaction, appropriate adjustment provision shall be made in the application of the provisions of this Section 4 with respect to the rights and interests of the holder Holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 Warrant (including adjustment without limitation the provisions of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable upon the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is a capital reorganization of the Common Warrant Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares the Warrant Stock provided for elsewhere in this Section 45) or a merger or consolidation of the Corporation Company with or into another corporationentity, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant Holder shall thereafter be entitled to receive receive, upon exercise of rights to purchase under this Warrant (but only to the extent such rights are exercised), the number of shares of stock or other securities or property of the CorporationCompany, or of the successor corporation entity resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock Warrant Stock, or other securities, deliverable upon the exercise of purchase rights under this Warrant would otherwise have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment adjustments shall be made in the application of the provisions of this Section 4 with respect to the rights 5 (including adjustment of the holder Purchase Price then in effect and number of this Warrant shares purchasable) which shall be applicable after the reorganizationsuch events; provided, mergerhowever, consolidation or sale that any such adjustments shall be made so as to the end ensure that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) 5 applicable after such events shall be applicable after that event and be as nearly equivalent as may be practicablepracticable to the provisions of this Section 5 applicable before such events.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a subdivision or combination of shares or a stock dividend or a recapitalization, subdivision, combination, reclassification or other exchange of shares shares, provided for elsewhere in this Section 43) or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entityperson, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant Holder shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the CorporationCompany, or of the successor corporation resulting from such merger or capital reorganization, merger, consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon such exercise would have been entitled on such capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 3 with respect to the rights of the holder of this Warrant Holder after the capital reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 3 (including adjustment of the Warrant Price then in effect and the number of shares purchasable deliverable upon exercise of this Warrant) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time times on or after the date hereof Original Issuance Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification reclassification, or exchange of shares provided for elsewhere in this Section 4) ), or a merger or consolidation of the Corporation Company with or into another corporation, or the sale of all or substantially all of the Corporation's Company’s properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation consolidation, or sale, provision provisions shall be made so that the holder Holders of this Warrant the Warrants shall thereafter be entitled to receive upon exercise of this Warrant the Warrants the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder Holders of this Warrant the Warrants after the reorganization, merger, consolidation consolidation, or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable to be received upon exercise of this Warrantthe Warrants) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4Article 7) or a merger or consolidation of the Corporation Company with or into another corporationcompany, or the sale of all or substantially all of the Corporation's Company’s properties and assets to any other person or entityperson, then, subject to compliance with, and without derogating in any manner from the provisions of, Article 96 hereof (if applicable to such transaction), as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder holders of this Warrant the Preferred Shares shall thereafter be entitled to receive receive, upon exercise the conversion of this Warrant such Preferred Shares, the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable Ordinary Shares issuable upon exercise such conversion would have been entitled on upon such capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 Article 7 with respect to the rights of the holder holders of this Warrant such Preferred Shares after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 Article 7 (including adjustment of the Warrant Conversion Price then in effect and the number of shares purchasable issuable upon exercise conversion of this Warrantsuch Preferred Shares) shall be applicable after that event and be as nearly equivalent as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any ----------------------------------------------------------- time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a subdivision or combination of shares or a stock dividend or a recapitalization, subdivision, combination, reclassification or other exchange of shares shares, provided for elsewhere in this Section 4Clause (a)) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties and assets to any other person or entityperson, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant each Lender shall thereafter be entitled entitled, to the extent that the Borrower elects to exercise its exchange rights under Section 3.3, to receive upon exercise exchange of this Warrant such Lender's Loans the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or capital reorganization, merger, consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon such exercise would have been entitled on such capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 Clause (a) with respect to the rights of each Lender, if the holder of this Warrant Borrower elects to exercise its exchange rights under Section 3.3, after the capital reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 Clause (a) (including adjustment of the Warrant Price then in effect and the number of shares purchasable deliverable upon exercise conversion or exchange of this Warrantthe Loans) shall continue to be applicable after that event and shall be as nearly equivalent to the provisions hereof as may be practicable.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation corporation with or into another corporation, or the sale of all or substantially all of the Corporationcorporation's properties and assets to any other person or entity(except an event which is governed under Section 3), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder holders of this Warrant the Preferred thereafter shall thereafter be entitled to receive receive, upon exercise conversion of this Warrant the Preferred, the number of shares of stock or other securities or property of the Corporationcorporation, or of the such successor corporation resulting from such merger or reorganization, merger, consolidation or sale, for to which a holder of the number of shares of Common Stock deliverable upon exercise conversion would have been entitled on such capital reorganization, merger, consolidation, consolidation or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder holders of this Warrant the Preferred after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Conversion Price then in effect and the number of shares purchasable issuable upon exercise conversion of this Warrantthe Preferred) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. This Section 4(h) shall similarly apply to successive reorganizations, mergers, consolidations and sales.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date hereof Commitment Date there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 45) or a merger or consolidation of the Corporation Company with or into another corporationentity, or the sale of all or substantially all of the CorporationCompany's properties and assets to any other person or entity, then, then as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder Holder of this Warrant shall thereafter be entitled to receive upon exercise of this the Warrant the number of shares of stock or other securities or property of which the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number of shares of Holder would have received had this Warrant been exercised to purchase Common Stock deliverable upon exercise would have been entitled on immediately before the time of such capital reorganization, merger, consolidation, consolidation or sale. In any , and had the Holder thereafter, during the period from the date of such caseevent to and including the exercise date, appropriate adjustment shall be made in retained such securities receivable by the application of the provisions of this Section 4 with respect Holder as aforesaid during such period, subject to the rights of the holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.all other adjustments called for during such period

Reorganizations, Mergers, Consolidations or Sales of Assets. If at Subject to the provisions hereof applicable to any time or from time to time after the date hereof Change of Control, if there is a capital reorganization of the Common Stock common shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 41(e)) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's ’s properties and assets to any other person or entityperson, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder holders of this Warrant the Series A Preferred Shares shall thereafter be entitled to receive receive, upon exercise the conversion for common shares of this Warrant such Series A Preferred Shares, the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for to which a holder of the number of common shares of Common Stock deliverable issuable upon exercise such conversion would have been entitled on such capital reorganization, merger, consolidation, consolidation or sale. In any such case, an appropriate adjustment shall be made in the application of the provisions of this Section 4 1(e) with respect to the rights of the holder holders of this Warrant such Series A Preferred Shares after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 1(e) (including adjustment of the Warrant Conversion Price then in effect and the number of shares purchasable issuable upon exercise conversion of this Warrantsuch Series A Preferred Shares) shall be applicable after that event and be as nearly equivalent as may be practicable.