Common use of Replacement of Securities upon Reorganization, Etc.; Substitute Purchase Option Clause in Contracts

Replacement of Securities upon Reorganization, Etc.; Substitute Purchase Option. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Sections 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing, a “Reorganization Event”)[, in each case that does not decrease the number of outstanding shares of Common Stock], Holder shall have the right thereafter (until the stated expiration of the right of exercise of this Purchase Option) to receive, upon the basis and upon the terms and conditions specified herein [and in lieu of the securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby], for the same aggregate Exercise Price payable hereunder immediately prior to such Reorganization Event, the kind and amount of shares of Common Stock or other securities or property (including cash) receivable upon such Reorganization Event, that Holder would have received if Holder had exercised its Purchase Option immediately prior to such Reorganization Event and, if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2 hereof, then such adjustment shall be made pursuant to Section 6.1.1 or 6.1.2 hereof, whichever is applicable, and this Section 6.1.3. For purposes of this Section 6.1.3 only, the Commencement Date shall be deemed to be the earlier of the Business Day immediately preceding such Reorganization Event and the date of the Commencement Date in the absence of this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive Reorganization Events. In case of any such Reorganization Event that is a consolidation or merger, the corporation formed by such consolidation or merger shall execute and deliver to Holder a supplemental Purchase Option acknowledging the provisions of this Section 6.1.3 and providing for adjustments that shall be identical to the adjustments provided in this Section 6. For the avoidance of doubt, the number of shares of Common Stock, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.

Replacement of Securities upon Reorganization, Etc.; Substitute Purchase Option. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Sections 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved (any of the foregoing, a “Reorganization Event”)[, in each case that does not decrease the number of outstanding shares of Common Stock], Holder shall have the right thereafter (until the stated expiration of the right of exercise of this Purchase Option) to receive, upon the basis and upon the terms and conditions specified herein [and in lieu of the securities of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby], for the same aggregate Exercise Price payable hereunder immediately prior to such Reorganization Event, the kind and amount of shares of Common Stock or other securities or property (including cash) receivable upon such Reorganization Event, that Holder would have received if Holder had exercised its Purchase Option immediately prior to such Reorganization Event and, if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2 hereof, then such adjustment shall be made pursuant to Section 6.1.1 or 6.1.2 hereof, whichever is applicable, and this Section 6.1.3. For purposes of this Section 6.1.3 only, the Commencement Date shall be deemed to be the earlier of the Business Day immediately preceding such Reorganization Event and the date of the Commencement Date in the absence of this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive Reorganization Events. In case of any such Reorganization Event that is a consolidation or merger, the corporation formed by such consolidation or merger shall execute and deliver to Holder a supplemental Purchase Option acknowledging the provisions of this Section 6.1.3 and providing for adjustments that shall be identical to the adjustments provided in this Section 6. For the avoidance of doubt, the number of shares of Common Stock, and the exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants.