Common use of Adjustment for Merger or Reorganization, etc Clause in Contracts

Adjustment for Merger or Reorganization, etc. In case of any consolidation, merger, or business combination of the Company with or into another corporation or the conveyance of all or substantially all of the assets of the Company to another corporation, each Warrant hereunder, without any further act or the execution of any further instrument whatsoever, shall become a warrant to purchase or receive, at the Warrant Price, such shares of stock or other securities or property as a holder of the number of Warrant Shares purchasable upon exercise of such Warrant immediately prior thereto would have been entitled to upon such consolidation, merger, business combination, sale or conveyance, and appropriate adjustment (as reasonably determined by the Board of Directors of the Company or the surviving corporation, as the case may be) shall be made in the application of the provisions herein set forth with respect to the rights of the holder of such Warrant, to the end that such provisions (including provisions with respect to changes in and other adjustments of the Warrant Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon exercise of such Warrant. The Company shall not effect any such consolidation, merger, business combination, sale or conveyance unless prior to the consummation thereof the successor (if other than the Company) resulting there from, or the transferee of the assets, as the case may be, shall have assumed by written instrument the obligation to deliver to each holder of a Warrant such shares of stock or other securities or property as, in accordance with the foregoing provisions and the provision of each Warrant, such holder may be entitled to purchase or receive.

Adjustment for Merger or Reorganization, etc. In case of any consolidation, merger, consolidation or business combination merger of the Company or DSW with or into another corporation or the conveyance of all or substantially all of the assets of the Company or DSW to another corporation, each or any reorganization or reclassification of the Company (except a transaction for which provision for adjustment is otherwise made in this Section 3) this Warrant hereunder, without any further act or shall thereafter be exercisable for the execution number of any further instrument whatsoever, shall become a warrant to purchase or receive, at the Warrant Price, such shares of stock or other securities or property as to which a holder of the number of Warrant Shares purchasable shares of Common Stock or DSW Stock, as the case may be, deliverable upon exercise of this Warrant for such type of Warrant immediately prior thereto Shares would have been entitled to upon such consolidation, merger, business combination, sale or conveyance, and reorganization or reclassification; and, in any such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors of the Company or the surviving corporation, as the case may beDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of such WarrantHolder, to the end that such the provisions set forth herein (including provisions with respect to changes in and other adjustments of the Warrant applicable Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such this Warrant. The Company shall not effect any such consolidation, merger, business combination, merger or sale or conveyance of the Company unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting there from, corporation or the transferee of the assetspurchaser, as the case may be, shall have assumed assume by written instrument the obligation to deliver to each holder of a Warrant the Holder such shares of stock or other stock, securities or property assets as, in accordance with the foregoing provisions and provisions, the provision of each Warrant, such holder may be Holder is entitled to purchase receive. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by this Warrant. For the avoidance of doubt, after the consummation of a Spin-Off and satisfaction of the Company's obligations to make the distribution to the Holder required by Section 3.7(b), no adjustment shall be made pursuant to this Section 3.6 as a result of any consolidation or receivemerger or the conveyance of all or substantially all of its assets by DSW.

Adjustment for Merger or Reorganization, etc. In case of any consolidation, merger, consolidation or business combination merger of the Company Borrower with or into another corporation or the conveyance of all or substantially all of the assets of the Company Borrower to another corporation, each Warrant hereunderor any proposed reorganization or reclassification of the Borrower (except a transaction for which provision for adjustment is otherwise made in this Article XIII), without any further act or the execution Loan shall thereafter be convertible into the number of any further instrument whatsoever, shall become a warrant to purchase or receive, at the Warrant Price, such shares of stock or other securities or property as to which a holder of the number of Warrant Shares purchasable shares of Common Stock deliverable upon exercise conversion of such Warrant immediately prior thereto portion of the Loan would have been entitled to upon such consolidation, merger, business combination, sale or conveyance, and reorganization or reclassification; and, in any such case, appropriate adjustment (as reasonably determined by the Board of Directors of the Company or the surviving corporation, as the case may beDirectors) shall be made in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of such WarrantLenders, to the end that such the provisions set forth herein (including provisions with respect to changes in and other adjustments of the Warrant Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon exercise the conversion of such Warrantthe Loan. The Company Borrower shall not effect any such consolidation, merger, business combination, merger or sale or conveyance unless prior to or simultaneously with the consummation thereof the successor (if other than the Company) resulting there from, corporation or the transferee of the assetspurchaser, as the case may be, shall have assumed assume by written instrument the obligation to deliver to each holder of a Warrant Lender such shares of stock or other stock, securities or property assets as, in accordance with the foregoing provisions and the provision of each Warrantprovisions, such holder may be Lender is entitled to purchase or receive. Nothing in this Section 13.03 shall be deemed to authorize the Borrower to enter into any transaction not otherwise permitted by this Agreement.

Adjustment for Merger or Reorganization, etc. In case of any consolidation, merger, consolidation or business combination merger of the Company with or into another corporation or the conveyance of all or substantially all of the assets of the Company to another corporation, each Warrant hereunder, without any further act or the execution of any further instrument whatsoever, shall become a warrant to purchase or receive, at the Warrant Price, such shares of stock or other securities or property as a holder of the number of Warrant Shares purchasable upon exercise of such Warrant immediately prior thereto to such consolidation, merger, or conveyance would have been entitled to upon such consolidation, merger, business combination, sale merger or conveyance, and appropriate adjustment (as reasonably determined by the Board of Directors of the Company or the surviving corporation, as the case may be) shall be made in the application of the provisions herein set forth with respect to the rights of the holder of such Warrant, to the end that such provisions (including provisions with respect to changes in and other adjustments of the Warrant Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon exercise of such Warrant. The Company shall not effect any such consolidation, merger, business combination, sale merger or conveyance unless prior to the consummation thereof the successor (if other than the Company) resulting there fromfrom such consolidation or merger, or the transferee of the assets, as the case may be, shall have assumed by written instrument the obligation to deliver to each holder of a Warrant such shares of stock or other securities or property as, in accordance with the foregoing provisions and the provision of each Warrant, such holder may be entitled to purchase or receive.