Common use of Successor upon Consolidation, Merger and Sale of Assets Clause in Contracts

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate Combination, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person shall provide in writing the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate CombinationLiquidity Event, the Company may only consolidate or merge with another any other Person (a “Fundamental Equity Change”) only (i) if ), so long as the Company is the surviving Person or (ii)Person, if or, in the event that the Company is not the surviving Person, then: (i) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the WarrantsWarrants in form and substance reasonably satisfactory to the Required Warrantholders; and (ii) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity ChangeAgent. (b) In the case of a any Fundamental Equity Change other than a Non-Affiliate CombinationLiquidity Event, the successor Person to the Company entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company; provided, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such however, such successor person entity shall provide in writing the Warrant Agent with any such identifying corporate information as may be reasonably requested required by the Warrant Agent. Such successor person thereafter entity thereupon may cause to be signed, and may issue any or all of, of the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued signed by the Company; and, upon the order of such successor Personentity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If a Liquidity Event is consummated prior to the Expiration Time and the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company duly and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) timely effects notice to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account Warrantholders in accordance with Section 4.10, then any Warrants that are exercised unexercised prior to the Expiration Date (taking into account the materiality consummation of the transferred assets such Liquidity Event shall be deemed to the total assets have expired worthless and operations of the Affiliated Buyer, taken as a whole), will be cancelled for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depositoryno further consideration.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if the buyer in such Affiliated Buyer Asset Sale agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder Holders on terms (including economic) and conditions substantially similar to the Global Warrant Warrants (taking into account any Warrants that are exercised prior to the Expiration Date (taking into account termination of this Warrant Agreement, and the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, such buyer taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the DepositoryWarrant Holders.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.06(d) and Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the applicable Expiration Date Dates (as defined in clause (ii)(A) of the respective definitions of the Expiration Dates and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository. (d) Notwithstanding the foregoing and the other provisions of this Section 4.06 and the provisions of Section 4.07 below, in the event of a Fundamental Equity Change or an Asset Sale, if a Holder has not exercised the Warrant in full prior to the consummation of such transaction, then the Company may elect (the “Merger/Sale Election”) to cancel such Warrant in exchange for the Holder receiving, at the time of any such cancellation, simultaneously with the consummation of the Fundamental Equity Change or Asset Sale, either (i) Cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation or (ii) the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof, if applicable) that a holder of Common Shares is or will be entitled to receive in connection with such Fundamental Equity Change or Asset Sale, in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation. For purposes of determining the amount of cash, securities or other property or assets contemplated by clause (i) and (ii) above, the amount shall be equal to the Fair Value of the unexercised warrant as determined by the use of the Black and Scholes Option Pricing Model. For the avoidance of doubt, in no instance shall a warrant have the same Fair Value as a Common Share. To the extent that there is a dispute between the Company, on the one hand, and a majority of Holders of the Warrants, on the other, as to how to apply the Black and Scholes Option Pricing Model, the Company shall promptly appoint, at its expense, an Independent Appraiser and such dispute shall be resolved by such Independent Appraiser which shall make a determination as to the value of item (i) or (ii) above. The determination by any such Independent Appraiser shall be conclusive and binding on the Company and on all Holders for purposes of the transaction giving rise to the need for such determination.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date termination of this Agreement (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; , other than as provided in Section 4.06(d) and Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the applicable Expiration Date Dates (as defined in clause (ii)(A) of the respective definitions of the Expiration Dates and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository. (d) Notwithstanding the foregoing and the other provisions of this Section 4.06 and the provisions of Section 4.07 below, in the event of a Fundamental Equity Change or an Asset Sale, if a Holder has not exercised the Warrant in full prior to the consummation of such transaction, then the Company may elect (the “Merger/Sale Election”) to cancel such Warrant in exchange for the Holder receiving, at the time of any such cancellation, simultaneously with the consummation of the Fundamental Equity Change or Asset Sale, either (i) Cash in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation or (ii) the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof, if applicable) that a holder of Common Shares is or will be entitled to receive in connection with such Fundamental Equity Change or Asset Sale, in an amount equal to the value of the remaining unexercised portion of this Warrant on the date of such consummation. For purposes of determining the amount of cash, securities or other property or assets contemplated by clause (i) and (ii) above, the amount shall be equal to the Fair Value of the unexercised warrant as determined by the use of the Black and Scholes Option Pricing Model. For the avoidance of doubt, in no instance shall a warrant have the same Fair Value as a Common Share. To the extent that there is a dispute between the Company, on the one hand, and a majority of Holders of the Warrants, on the other, as to how to apply the Black and Scholes Option Pricing Model, the Company shall promptly appoint, at its expense, an Independent Appraiser and such dispute shall be resolved by such Independent Appraiser which shall make a determination as to the value of item (i) or (ii) above. The determination by any such Independent Appraiser shall be conclusive and binding on the Company and on all Holders for purposes of the transaction giving rise to the need for such determination.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), ) if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate Combination, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the applicable Expiration Date Dates (as defined in clause (ii)(A) of the respective definitions of the Expiration Dates and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository. (d) For the avoidance of doubt, in any Non-Affiliate Combination, holders of the Warrants shall be solely entitled to receive the consideration per Warrant as is payable per Common Share, less the Exercise Price, paid in the same form and in the proportion as is payable to holders of Common Shares; provided, however, if such consideration is in any form other than cash, the holders of the Warrants shall have until ten (10) Business Days prior to the consummation of such Non-Affiliate Combination to exercise their respective Warrants in accordance with Section 3.02, and any Warrants not exercised pursuant to this proviso shall terminate (without any readjustment to the Exercise Prices and/or the Number of Warrants).

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder Holders on terms (including economic) and conditions substantially similar to the Global Warrant Warrants (taking into account any Warrants that are exercised prior to the Expiration Date termination of this Agreement (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the DepositoryWarrant Holders.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder Holders on terms (including economic) and conditions substantially similar to the Global Warrant Warrants (taking into account any Warrants that are exercised prior to the Expiration Date termination of this Warrant Agreement (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the DepositoryWarrant Holders.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate CombinationThe Company may, without the Company may consent of the Warrantholders, consolidate or merge with another with, or sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its subsidiaries to, any other Person (a “Fundamental Equity Change”) only (i) if so long as the Company is the surviving Person or (ii)corporation, if or, in the event that the Company is not the surviving Person, thencorporation: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity ChangeAgent. (b) In the case of a any such Fundamental Equity Change other than a Non-Affiliate CombinationChange, the such successor Person to the Company entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person shall provide in writing the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person thereafter entity thereupon may cause to be signed, and may issue any or all of, of the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued signed by the Company; and, upon the order of such successor Personentity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity ChangeAgent. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate Combination, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date (as defined in clause (ii)(A) of the definition of Expiration Date and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the The Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants, other than as provided in Section 4.07, shall become exercisable into the common stock or other common equity of the successor; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate CombinationChange, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date (taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), ) if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate Combination, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall promptly provide in writing to the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribedAgreement, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Registered Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the applicable Expiration Date Dates (as defined in clause (ii)(A) of the respective definitions of the Expiration Dates and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository. (d) For the avoidance of doubt, in any Non-Affiliate Combination, holders of the Warrants shall be solely entitled to receive the consideration per Warrant as is payable per Common Share, less the Exercise Price, paid in the same form and in the proportion as is payable to holders of Common Shares; provided, however, if such consideration is in any form other than cash, the holders of the Warrants shall have until ten (10) Business Days prior to the consummation of such Non-Affiliate Combination to exercise their respective Warrants in accordance with Section 4.02, and any Warrants not exercised pursuant to this proviso shall terminate (without any readjustment to the Exercise Prices and/or the Number of Warrants).

Successor upon Consolidation, Merger and Sale of Assets. (a) Other than with respect to a Non-Affiliate Combination, the Company may consolidate or merge with another Person (a “Fundamental Equity Change”) only (i) if the Company is the surviving Person or (ii), if the Company is not the surviving Person, then: (i1) the successor to the Company assumes all of the Company’s obligations under this Warrant Agreement and the Warrants; and (ii2) the successor to the Company provides written notice of such assumption to the Warrant Agent promptly following the Fundamental Equity Change. (b) In the case of a Fundamental Equity Change other than a Non-Affiliate Combination, the successor Person to the Company shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company, and the Company shall thereupon be released from all obligations and covenants under this Warrant Agreement and the Warrants. Such successor person Person shall provide in writing the Warrant Agent with such identifying corporate information as may be reasonably requested by the Warrant Agent. Such successor person Person thereafter may cause to be signed, and may issue any or all of, the Global Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been issued by the Company; and, upon the order of such successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Global Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor Person thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose. (c) If the Company desires to sell, lease, convey or otherwise transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries (an “Asset Sale”) to any Affiliated Buyer (such Asset Sale, an “Affiliated Asset Sale”), the Company may only consummate such Affiliated Asset Sale if such Affiliated Buyer agrees (i) to enter into a warrant agreement in form and substance substantially similar to this Warrant Agreement and (ii) to issue warrants for equity in such Affiliated Buyer (or a Person to which all or substantially all of the assets of the Company and its Subsidiaries acquired in such Asset Sale are transferred or conveyed) to the Global Warrant Holder on terms (including economic) and conditions substantially similar to the Global Warrant (taking into account any Warrants that are exercised prior to the Expiration Date (as defined in clause (ii)(A) of the definition of Expiration Date and taking into account the materiality of the transferred assets to the total assets and operations of the Affiliated Buyer, taken as a whole), for crediting to the accounts of the applicable Participants for the benefit of the Beneficial Owners pursuant to the procedures of the Depository.