Common use of Reorganization of the Company Clause in Contracts

Reorganization of the Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person (other than to one of its Wholly-Owned Subsidiaries), upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the holder had exercised the Warrant immediately before the record date (or, if none, the effective date) of the transaction. Concurrently with and as a condition of the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made (any such person, the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not apply.

Reorganization of the Company. If any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company consolidates or merges with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company's assets toto another entity shall be effected in such a way that holders of Common Stock of the Company shall be entitled to receive stock, any person (other than securities or assets with respect to one of its Wholly-Owned Subsidiaries)or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants reorganization, reclassification, consolidation, merger, sale or lease, lawful and adequate provisions shall automatically become exercisable for the kind and amount of securities, cash or other assets which be made whereby the holder of a Warrant shall thereafter have the right to purchase and receive upon the basis and the terms and conditions specified in this Agreement and in lieu of the shares of Warrant Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by such Warrant, the same consideration it would have owned been entitled to had such rights been exercised immediately after prior thereto, and in any such case appropriate provision shall be made with respect to the consolidation, merger, transfer or lease if rights and interests of the holder had exercised of the Warrant immediately before to the record date end that the provisions hereof (orincluding without limitation, if none, other than in the effective date) case of the transaction. Concurrently with and as a condition of the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger that results in a Change of Control (as defined in the Credit Agreement as in effect on the date hereof) provisions for adjustments of the Exercise Price and of the number of Warrant Shares purchasable and receivable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger, sale or lease, unless prior to the consummation thereof the successor Person (if other than the Company, ) resulting from such consolidation or merger or the person Person purchasing or leasing such assets shall assume the obligation to which deliver to such sale holder, such shares of stock, securities or conveyance shall have been made (any assets as, in accordance with the foregoing provisions, such person, the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as holder may be practical entitled to the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not applypurchase.

Reorganization of the Company. If In the event of any capital reorganization, recapitalization or reclassification of the capital stock of the Company, or consolidation, merger or amalgamation of the Company consolidates or merges with or intoanother entity, any acquisition of capital stock of the Company by means of a share exchange, or transfers the sale, lease, transfer, conveyance or leases other disposition of all or substantially all its assets to, any person (other than to one of its Wholly-Owned Subsidiaries)asserts to another entity, upon consummation then, as a condition of such transaction reorganization, recapitalization, reclassification, consolidation, merger, amalgamation, share exchange or sale, lease, transfer, conveyance or other disposition, lawful and adequate provision shall be made whereby the Warrants Executive shall automatically become exercisable for thereafter have the kind right to purchase and amount receive, on the basis and upon the terms and conditions specified in this Agreement and in lieu of the Option Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Options (i) such shares of stock, securities, cash or other assets which property as may be issued or payable with respect to or in exchange for a number of outstanding Option Shares equal to the holder number of a Warrant would have owned Option Shares immediately after theretofore purchasable and receivable upon the exercise of the rights presented by the Options had such reorganization, recapitalization, reclassification, consolidation, merger, transfer amalgamation, share exchange or lease sale, lease, transfer, conveyance or other disposition not taken place, and (ii) if such consolidation, merger, amalgamation, share exchange, sale, lease, transfer, conveyance or other disposition is with any person or entity (or any affiliate thereof) who shall have made a purchase, tender or exchange offer which was accepted by the holder had exercised the Warrant immediately before the record date holders of not less than twenty percent (or, if none, the effective date20%) of the transaction. Concurrently with and as outstanding shares of Common Stock, the Executive shall have been given a condition reasonable opportunity (and, in no event, less than 30 days) to elect to receive, either (x) the stock, securities, cash or property it would have received pursuant to clause (i) immediately preceding or (y) the stock, securities, cash or property issued to previous holders of the consummation of Common Stock in accordance with such transactionoffer, or the corporation formed by or surviving equivalent thereof. In any such consolidation case appropriate provision shall be made with respect to the rights and interests of the Executive to the end that the provisions hereof (including, without limitation, provisions for adjustment of the number and type of securities purchasable upon the exercise of the Options) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, cash or merger property thereafter deliverable upon the exercise of the Options. The Company shall not effect any such consolidation, merger, amalgamation, share exchange or sale, lease, transfer, conveyance or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation, merger or amalgamation, share exchange or the person entity purchasing or otherwise acquiring such assets or shares (i) shall assume by a supplemental Option Agreement, satisfactory in form, scope and substance to which the Executive the obligation to deliver to the Executive such sale shares of stock, securities, cash or conveyance shall have been made (any such personproperty as, in accordance with the foregoing provisions, the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as Executive may be practical entitled to purchase (the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d"Substitute Securities") and (eii) do not applyshall assume all of the other obligations of the Company set forth in this Agreement. Following such assumption such obligations shall apply to the Substitute Securities rather than to the Options and the Option Shares. The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, recapitalizations, reclassifications, consolidations, mergers, amalgamations, share exchanges, sales, leases, transfers, conveyances or other dispositions.

Reorganization of the Company. If any capital reorganization, recapitalization or reclassification of the capital stock of the Company, or consolidation, merger or amalgamation of the Company consolidates or merges with or intoanother entity, or transfers the sale, lease, transfer, conveyance or leases other disposition of all or substantially all of its assets toto another entity shall be effected, any person (other than to one of its Wholly-Owned Subsidiaries)then, upon consummation as a condition of such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreorganization, cash or other assets which the holder of a Warrant would have owned immediately after the recapitalization, reclassification, consolidation, merger, transfer amalgamation or lease if sale, lease, transfer, conveyance or other disposition, lawful and adequate provision shall be made whereby the holder had exercised of this Warrant shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the Warrant Shares to the extent immediately before theretofore purchasable and receivable upon the record date (or, if none, the effective date) exercise of the transaction. Concurrently rights represented by this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding Warrant Shares equal to the number of Warrant Shares immediately theretofore purchasable and as a condition receivable upon the exercise of the consummation of rights represented by this Warrant had such transactionreorganization, the corporation formed by recapitalization, reclassification, consolidation, merger, amalgamation or surviving sale, lease, transfer, conveyance or other disposition not taken place. In any such consolidation case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustment of the Exercise Price and of the number and type of securities purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or merger assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, amalgamation or sale, lease, transfer, conveyance or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation, merger or amalgamation or the person to which entity purchasing or otherwise acquiring such sale or conveyance assets shall have been made (any such person, the "Successor Guarantor"), shall enter into assume by a supplemental Warrant Agreement so providing Agreement, reasonably satisfactory in form, scope and further providing for adjustments substance to the holder of this Warrant (which shall be as nearly equivalent as mailed or delivered to the registered holder of this Warrant at the last address of such holder appearing on the books of the Company) the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be practical entitled to the adjustments provided for in this Sectionpurchase. The Successor Guarantor above provisions of this paragraph shall mail similarly apply to Warrant holders a copy of the supplemental Warrant Agreementsuccessive reorganizations, recapitalizations, reclassification, consolidations, mergers, amalgamations, sales, leases, transfers, conveyances or other dispositions. If the issuer of securities deliverable upon exercise of Warrants this Warrant under the supplemental Warrant Agreement is an affiliate Affiliate of the surviving former, surviving, transferee or lessee corporationentity, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not apply.

Reorganization of the Company. If any capital reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company consolidates or merges with or intoanother entity, or transfers the sale or leases lease of all or substantially all its of the Company’s assets toto another entity shall be effected in such a way that holders of Common Stock of the Company shall be entitled to receive stock, any person (other than securities or assets with respect to one of its Wholly-Owned Subsidiaries)or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreorganization, cash or other assets which the holder of a Warrant would have owned immediately after the reclassification, consolidation, merger, transfer sale or lease if lease, lawful and adequate provisions shall be made whereby the holder had exercised of the Warrant immediately before shall thereafter have the record date (orright to purchase and receive such stock, if none, securities or assets upon the effective date) basis and the terms and conditions specified in this Agreement and in lieu of the transaction. Concurrently with shares of Common Stock immediately theretofore purchasable and as a condition receivable upon the exercise of the consummation of rights represented hereby had such transactionrights been exercised immediately prior thereto, the corporation formed by or surviving and in any such consolidation case appropriate provision shall be made with respect to the rights and interests of the holder of the Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of the Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or merger assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company, ) resulting from such consolidation or merger or the person to which corporation purchasing or leasing such sale assets shall assume by written instrument, executed and mailed or conveyance shall have been made (any such person, the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical delivered to the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy holder of the supplemental Warrant Agreement. If at the issuer last address thereof appearing on the books of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal the obligation to deliver to such holder, such shares of stock, securities or assets as, in accordance with the amount (if any) by which the price per share payable toforegoing provisions, or which would such holder may be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not applyentitled to purchase.

Reorganization of the Company. If In case of any capital reorganization or the consolidation or merger of the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person into another corporation (other than to one a merger or consolidation in which the Company is the continuing corporation and which does not result in any reclassification of its Wholly-Owned Subsidiaries), upon consummation the outstanding shares of such transaction the Warrants shall automatically become exercisable for the kind and amount Common Stock into shares of other stock or other securities, cash or property), or the sale of the assets and property of the Company as an entirety or substantially as an entirety (collectively, such actions being hereinafter referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of any Warrant (in lieu of the number of shares of Common Stock theretofore deliverable) the number of shares of stock or other assets securities or property to which the a holder of a the number of shares of Common Stock that would otherwise have been deliverable upon the exercise of such Warrant would have owned been entitled upon such Reorganization if such Warrant had been exercised in full immediately after prior to such Reorganization. In case of any Reorganization, appropriate adjustment, as determined in good faith by the consolidationBoard of Directors of the Company, merger, transfer or lease if the holder had exercised whose determination shall be described in a board resolution delivered to the Warrant immediately before Agent, shall be made in the record date (or, if none, the effective date) application of the transactionprovisions herein set forth with respect to the rights and interests of holders of Warrants so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of Warrants. Concurrently The Company shall not effect any such Reorganization unless prior to or simultaneously with and as a condition of the consummation of such transaction, thereof the successor corporation formed by or surviving any such consolidation or merger (if other than the Company, ) resulting from such Reorganization or the person to which corporation purchasing such sale assets or conveyance other appropriate corporation or entity shall have been made (any such personexpressly assume, the "Successor Guarantor"), shall enter into by a supplemental Warrant Agreement so providing executed and further providing for adjustments delivered to the Warrant Agent (and a notice of which shall be as nearly equivalent as delivered to the holders of the Warrants) the obligation to deliver to each such holder such shares of stock, securities, cash or assets as, in accordance with the foregoing provisions, such holder may be practical entitled to the adjustments provided for in purchase, and all other obligations and liabilities under this Section. The Successor Guarantor shall mail to Warrant holders a copy of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection Section 8.11 applies, subsections (a)Sections 8.1, (b)8.2, (c)8.3, (d) 8.4 and (e) 8.5 hereof do not apply.

Reorganization of the Company. If In the event of any capital reorganization, recapitalization or reclassification of the capital stock of the Company, or consolidation, merger or amalgamation of the Company consolidates or merges with or intoanother entity, any acquisition of capital stock of the Company by means of a share exchange, or transfers the sale, lease, transfer, conveyance or leases other disposition of all or substantially all its assets to, any person (other than to one of its Wholly-Owned Subsidiaries)asserts to another entity, upon consummation then, as a condition of such transaction reorganization, recapitalization, reclassification, consolidation, merger, amalgamation, share exchange or sale, lease, transfer, conveyance or other disposition, lawful and adequate provision shall be made whereby the Warrants Executive shall automatically become exercisable for thereafter have the kind right to purchase and amount receive, on the basis and upon the terms and conditions specified in this Agreement and in lieu of the Option Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Options (i) such shares of stock, securities, cash or other assets which property as may be issued or payable with respect to or in exchange for a number of outstanding Option Shares equal to the holder number of a Warrant would have owned Option Shares immediately after theretofore purchasable and receivable upon the exercise of the rights presented by the Options had such reorganization, recapitalization, reclassification, consolidation, merger, transfer amalgamation, share exchange or lease sale, lease, transfer, conveyance or other disposition not taken place, and (ii) if such consolidation, merger, amalgamation, share exchange, sale, lease, transfer, conveyance or other disposition is with any person or entity (or any affiliate thereof) who shall have made a purchase, tender or exchange offer which was accepted by the holder had exercised the Warrant immediately before the record date holders of not less than twenty percent (or, if none, the effective date20%) of the transaction. Concurrently with and as outstanding shares of Common Stock, the Executive shall have been given a condition reasonable opportunity (and, in no event, less than 30 days) to elect to receive, either (x) the stock, securities, cash or property it would have received pursuant to clause (i) immediately preceding or (y) the stock, securities, cash or property issued to previous holders of the consummation of Common Stock in accordance with such transactionoffer, or the corporation formed by or surviving equivalent thereof. In any such consolidation case appropriate provision shall be made with respect to the rights and interests of the Executive to the end that the provisions hereof (including, without limitation, provisions for adjustment of the number and type of securities purchasable upon the exercise of the Options) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, cash or merger property thereafter deliverable upon the exercise of the Options. The Company shall not effect any such consolidation, merger, amalgamation, share exchange or sale, lease, transfer, conveyance or other disposition unless prior to or simultaneously with the consummation thereof the successor entity (if other than the Company) resulting from such consolidation, merger or amalgamation, share exchange or the person entity purchasing or otherwise acquiring such assets or shares (i) shall assume by a supplemental Option Agreement, satisfactory in form, scope and substance to which the Executive the obligation to deliver to the Executive such sale shares of stock, securities, cash or conveyance shall have been made (any such personproperty as, in accordance with the foregoing provisions, the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as Executive may be practical entitled to the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount purchase (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not apply.the

Reorganization of the Company. If any capital reorganization or reclassification of the capital stock of the Company consolidates (other than a change in par value or merges from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split up or combination of shares), any consolidation or merger of the Company with another entity (where the Company is not the surviving Person or intowhere there is a change in or distribution with respect to the Common Stock), or transfers the sale or leases lease of all or substantially all its of the Company’s assets toto another entity shall be effected in such a way that holders of Common Stock of the Company shall be entitled to receive stock, any person (other than securities or assets with respect to one of its Wholly-Owned Subsidiaries)or in exchange for such Common Stock, upon consummation of then, as a condition precedent to such transaction the Warrants shall automatically become exercisable for the kind and amount of securitiesreorganization, cash or other assets which the holder of a Warrant would have owned immediately after the reclassification, consolidation, merger, transfer sale or lease if the holder had exercised lease, lawful and adequate provisions shall be made whereby the Warrant immediately before Holders shall thereafter have the record date (orright to purchase and receive such stock, if none, securities or assets upon the effective date) basis and the terms and conditions specified in this Agreement and in lieu of the transaction. Concurrently with shares of Common Stock immediately theretofore purchasable and as a condition receivable upon the exercise of the consummation of rights represented hereby had such transactionrights been exercised immediately prior thereto, the corporation formed by or surviving and in any such consolidation case appropriate provision shall be made with respect to the rights and interests of the Warrant Holders to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable and receivable upon the exercise of a Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or merger assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger, sale or lease, unless prior to the consummation thereof the successor corporation (if other than the Company, ) resulting from such consolidation or merger or the person corporation purchasing or leasing such assets shall assume by written instrument, executed and mailed or delivered to which such sale or conveyance shall have been made (any such person, each Warrant Holder at the "Successor Guarantor"), shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to last address thereof appearing on the adjustments provided for in this Section. The Successor Guarantor shall mail to Warrant holders a copy books of the supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the surviving transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal the obligation to deliver to such Warrant Holder, such shares of stock, securities or assets as, in accordance with the amount (if any) by which the price per share payable toforegoing provisions, or which would such Warrant Holder may be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not applyentitled to purchase.

Reorganization of the Company. If In the event of any capital reorganization, recapitalization or reclassification of the partnership interests of the Company, or consolidation or merger of the Company consolidates or merges with or intoanother entity in which the Company does not continue as the surviving partnership or, if it does so continue, its Common Units do not remain outstanding, any acquisition of all of the outstanding Common Units of the Company by means of a unit exchange, or transfers the sale, lease, transfer, conveyance or leases other disposition of all or substantially all of its assets toto another entity, any person (then, as a condition of and concurrently with such reorganization, recapitalization, reclassification, consolidation, merger, unit exchange or sale, lease, transfer, conveyance or other than disposition, lawful and adequate provision shall be made whereby the Holders of the Warrant Certificates shall thereafter have the right to one purchase and receive, on the basis and upon the terms and conditions specified in this Agreement and in lieu of its Wholly-Owned Subsidiaries)the Warrant Units immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Warrants, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of units, partnership interests, securities, cash or other assets which the holder of a Warrant property as would have owned been issued or payable with respect to or in exchange for the number of Warrant Units purchasable and receivable immediately after prior to such transaction upon the exercise of the rights represented by the Warrant Certificates if such Warrant Certificates had been exercised immediately prior to such transaction. In any such case appropriate provision shall be made with respect to the rights and interests of the Holders of the Warrants to the end that the provisions of this Agreement (including, without limitation, provisions for adjustment of the Exercise Price and of the number and type of securities purchasable upon the exercise of the Warrants) shall thereafter be applicable, as nearly as may be, in relation to any units, partnership interests, securities, cash or property thereafter deliverable upon the exercise of the Warrants. The Company shall not effect any such consolidation, merger, transfer share exchange or lease if the holder had exercised the Warrant immediately before the record date (orsale, if nonelease, the effective date) of the transaction. Concurrently transfer, conveyance or other disposition unless prior to or simultaneously with and as a condition of the consummation of such transaction, thereof the corporation formed by or surviving any such consolidation or merger successor entity (if other than the Company) resulting from such consolidation or merger, unit exchange or the person to which entity purchasing or otherwise acquiring such sale assets or conveyance units (i) shall have been made (any such person, the "Successor Guarantor"), shall enter into assume by a supplemental Warrant Agreement so providing Agreement, reasonably satisfactory in form, scope and further providing for adjustments substance to the Holders (which shall be as nearly equivalent as mailed or delivered to the Holders of the Warrants at the last address of such Holders appearing on the books of the Company) the obligation to deliver to such Holders such units, partnership interests, securities, cash or property as, in accordance with the foregoing provisions, such Holders may be practical entitled to purchase (the "SUBSTITUTE SECURITIES") and (ii) shall assume all of the other obligations of the Company set forth in this Agreement, including, without limitation, those under SECTION 23, which shall apply to such Substitute Securities MUTATIS MUTANDIS. Following such assumption such obligations shall apply to the adjustments provided for in this Section. The Successor Guarantor shall mail Substitute Securities rather than to the Warrant holders a copy of the supplemental Warrant AgreementUnits. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate Affiliate of the surviving formed, surviving, transferee or lessee corporationentity, that such issuer shall join in the supplemental Warrant Agreement. Notwithstanding the preceding paragraphThe foregoing provisions of this paragraph shall similarly apply to successive reorganizations, in the case of any mergerrecapitalizations, reverse stock splitreclassifications, consolidations, mergers, share exchanges, sales, leases, transfers, conveyances or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of a Warrant, without having to take any action other than the surrendering of such Warrant to the Company, shall receive an amount equal to the amount (if any) by which the price per share payable to, or which would be received by, any holder of Common Stock in connection with such transaction exceeds the Exercise Price effective at that time. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not applydispositions.