Common use of Reorganizations Clause in Contracts

Reorganizations. In case of any reorganization of the Company, or in case of the consolidation or merger of the Company with or into any other legal entity (other than a merger or consolidation in which the Company is the continuing legal entity) or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other legal entity (collectively, "Reorganizations"), each Warrant shall after such Reorganization be exercisable, upon the terms and conditions specified in this Warrant Certificate, for the stock or other securities or property (including cash) to which a holder of the number of Common Shares purchasable (at the time of such Reorganization) upon exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization; and in any such case, if necessary, the provisions set forth in this Section 3 with respect to the rights and interests thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any such stock or other securities or property thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such Reorganization or the legal entity purchasing such assets shall assume, by written instrument executed and delivered to the holder of each Warrant, the obligation to deliver to the holder of each Warrant such stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and the other obligations under this Warrant Certificate.

Reorganizations. In case If any capital reorganization or reclassification of any reorganization the capital stock of the Company, or in case of the consolidation or merger of the Company with another corporation, or into any other legal entity (other than a merger or consolidation in which the Company is the continuing legal entity) or of the sale of the properties and assets of the Company as, all or substantially asall of its assets or outstanding capital stock to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, an entirety securities or assets with respect to any other legal entity (collectivelyor in exchange for Common Stock, "Reorganizations")then, each Warrant as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall after such Reorganization be exercisable, made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant Certificateand in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, for the stock or other such shares of stock, securities or property (including cash) assets as may be issued or payable with respect to which or in exchange for a holder number of outstanding shares of such Common Stock equal to the number of Common Shares purchasable (at the time shares of such Reorganization) stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization; reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case, if necessary, the case appropriate provisions set forth in this Section 3 shall be made with respect to the rights and interests thereafter of the holders holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions fore adjustments of the Warrants warrant purchase price and of the number of shares purchasable upon the exercise of this Warrant) shall be appropriately adjusted so as to thereafter be applicable, as nearly as may reasonably be, in relation to any such stock or other securities or property thereafter deliverable upon exercise shares of the Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such Reorganization or the legal entity purchasing such assets shall assume, by written instrument executed and delivered to the holder of each Warrant, the obligation to deliver to the holder of each Warrant such stock, securities or assets as, in accordance with thereafter deliverable upon the foregoing provisions, such holders may be entitled to purchase, and the other obligations under this Warrant Certificateexercise hereof.

Reorganizations. In case of any reclassification, capital reorganization of or change in the Company, or in case of the consolidation or merger capital stock of the Company with or into any other legal entity (other than as a merger result of a subdivision, combination or consolidation stock dividend provided for in which Section 2(a)(1) above) that occurs after the Company is the continuing legal entity) Date of Issuance, then, as a condition of such reclassification, reorganization or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other legal entity change (collectively, "Reorganizations"a “Reorganization”), each lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Purchaser, so that the Purchaser shall thereafter have the right at any time prior to the expiration of this Warrant shall after to purchase (whether in cash or by Net Exercise), at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with such Reorganization by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Purchasers immediately prior to such Reorganization. In any such case appropriate provisions shall be exercisable, upon made with respect to the terms rights and conditions specified in this Warrant Certificate, for interest of the Purchaser so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities or property (including cash) to which a holder of the number of Common Shares purchasable (at the time of such Reorganization) deliverable upon exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization; hereof, and in any such case, if necessary, the provisions set forth in this Section 3 with respect appropriate adjustments shall be made to the rights and interests thereafter Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the avoidance of the holders of the Warrants doubt, this Warrant shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any exclusively exercisable for such shares of stock or and/or other securities or property thereafter deliverable upon exercise from and after the consummation of such reclassification or other change in the capital stock of the Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such Reorganization or the legal entity purchasing such assets shall assume, by written instrument executed and delivered to the holder of each Warrant, the obligation to deliver to the holder of each Warrant such stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and the other obligations under this Warrant Certificate).

Reorganizations. In case of any reorganization of capital reorganization, other than in the Companycases referred to in Sections 12(a), (b) or (c) hereof, or in case of the consolidation or merger of the Company with or into any other legal entity another corporation (other than a merger or consolidation in which the Company is the continuing legal entity) or corporation and which does not result in any reclassification of the sale outstanding shares of the properties and assets Common Stock into shares of the Company as, other stock or substantially as, an entirety other securities or property) (collectively such actions being hereinafter referred to any other legal entity (collectively, as "Reorganizations"), each or the sale of the property of the Company as an entirety or substantially as an entirety, there shall thereafter be deliverable upon exercise of any Warrant shall after such Reorganization be exercisable, upon (in lieu of the terms and conditions specified in this Warrant Certificate, for number of shares of Common Stock theretofore deliverable) the number of shares of stock or other securities or property (including cash) property, if any, to which a holder of the number of shares of Common Shares purchasable (at Stock that would otherwise have been deliverable upon the time of such Reorganization) upon exercise of such Warrant would have been entitled upon such Reorganization or sale if such Warrant had been exercised in full immediately prior to such Reorganization; and . In case of any Reorganization or sale, appropriate adjustment, as determined in any such casegood faith by the board of directors of the Company, if necessarywhose determination shall be described in a duly adopted resolution certified by the Company's Secretary or Assistant Secretary, shall be made in the application of the provisions herein set forth in this Section 3 with respect to the rights and interests of Holders so that the provisions set forth herein shall thereafter of the holders of the Warrants shall be appropriately adjusted so as to be applicable, as nearly as may reasonably bepossible, in relation to any such stock shares or other securities or property thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such Reorganization or the legal entity purchasing such assets shall assume, by written instrument executed and delivered to the holder of each Warrant, the obligation to deliver to the holder of each Warrant such stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, and the other obligations under this Warrant Certificate.

Reorganizations. In case the Company shall be recapitalized by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of any reorganization such reorganization, lawful and adequate provision shall be made whereby each holder of an Underwriter Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Company, shares of Common Stock (or in case Other Securities) theretofore purchasable upon the exercise of the Underwriter Warrants, the kind and amount of shares of stock and other securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriter Warrant might have purchased immediately prior to such recapitalization. If any consolidation or merger of the Company with another corporation, or into any other legal entity (other than a merger or consolidation in which the Company is the continuing legal entity) or of the sale of the properties and assets of the Company as, all or substantially asall of its assets to another corporation, an entirety shall be effected in such a way that holders of Common Stock shall be entitled to any other legal entity (collectively, "Reorganizations"), each Warrant shall after such Reorganization be exercisable, upon the terms and conditions specified in this Warrant Certificate, for the receive stock or other securities or property (including cash) to which a holder of the number of Common Shares purchasable (at the time of such Reorganization) upon exercise of such Warrant would have been entitled upon such Reorganization if such Warrant had been exercised in full immediately prior to such Reorganization; and in any such case, if necessary, the provisions set forth in this Section 3 assets with respect to the rights or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and interests thereafter of the holders of the Warrants adequate provisions shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any such stock or other securities or property thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such Reorganization unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting from such Reorganization or the legal entity purchasing such assets shall assume, by written instrument executed and delivered to made whereby the holder of each Warrant, hereof shall thereafter have the obligation right to deliver to purchase and receive upon the holder of each Warrant such stock, securities or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase, basis and the other obligations under this Warrant Certificate.upon the

Reorganizations. In case of If any reorganization or reclassification of the Company, or in case of the consolidation or merger capital stock of the Company shall be effected, or if the Company shall merge with another entity or into any other legal entity (other than shall sell all or substantially all of its assets, then, as a condition of such reorganization, reclassification, merger or consolidation in which the Company is the continuing legal entity) or sale, lawful and adequate provision shall be made whereby each holder of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other legal entity (collectively, "Reorganizations"), each this Warrant shall after such Reorganization be exercisable, thereafter have the right to receive upon the terms and conditions specified in exercise of this Warrant Certificatesuch shares of stock, for the stock or other securities or property (including cash) assets as may be issued or payable with respect to which or in exchange for a holder number of outstanding Shares equal to the number of Common Shares purchasable (at the time of such Reorganization) immediately theretofore issuable upon exercise of such Warrant would have been entitled upon such Reorganization if such this Warrant had been exercised in full immediately prior to such Reorganizationreorganization, reclassification, merger or sale not taken place; and in any such case, if necessary, the case appropriate provisions set forth in this Section 3 shall be made with respect to the rights and interests thereafter of each holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustment of the holders Warrant Price and of the Warrants number of Shares issuable upon exercise of this Warrant) shall be appropriately adjusted so as to thereafter be applicable, as nearly as may reasonably be, in relation to any such stock or other shares of stock, securities or property assets thereafter deliverable upon the exercise of the Warrantshereof. The Company shall not effect any such Reorganization reorganization, reclassification, merger or sale unless prior to or simultaneously with the consummation thereof the successor Company (if other than the Company) resulting from such Reorganization consolidation or merger or the legal entity Company purchasing such assets shall assume, assume by a written instrument executed and mailed by registered mail, postage prepaid, or delivered to the each registered holder of each Warrant, this Warrant at the last address of such holder appearing on the Company's records the obligation of the Company to deliver to the such holder such shares of each Warrant such stock, securities or assets as, in accordance with the foregoing provisions, such holders holder may be entitled to purchase, and upon exercise of this Warrant. The provisions of this paragraph (f) shall similarly apply to successive transactions of the other obligations under this Warrant Certificatetypes described herein.