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

Adjustment for Merger or Reorganization, etc. Unless the holders of Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof (in which case Section A.5 shall apply), (A) upon any merger or consolidation of the Corporation with or into another corporation, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series A Preferred Stock shall thereafter be convertible (or shall be converted into a security that shall be convertible) into Redeemable Preferred Stock and the kind and amount of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Series A Preferred Stock would have been entitled upon such merger, consolidation, or asset sale or Change of Control Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be, made in the application of the provisions in Section A.7 set forth with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in Section A.7 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as possible, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all holders of Series A Preferred Stock shall be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A Preferred Stock. Notwithstanding anything to the contrary contained herein, the holders of shares of Series A Preferred Stock shall have the right to elect by vote of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by them.

Adjustment for Merger or Reorganization, etc. Unless Subject to the holders provisions of Section 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof Stock, as the case may be) is converted into or exchanged for securities, cash or other property (in which case Section A.5 shall applyother than a transaction covered by Sections 4.4, 4.6 or 4.7), (A) upon then, following any merger such reorganization, recapitalization, reclassification, consolidation or consolidation of the Corporation with or into another corporationmerger, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock Stock, as the case may be, shall thereafter be convertible (or shall be converted in lieu of the Common Stock into a security that shall be convertible) which it was convertible prior to such event into Redeemable Preferred Stock and the kind and amount of shares of stock securities, cash or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable issuable upon conversion of such one share of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock Stock, as the case may be, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon to receive pursuant to such merger, consolidation, or asset sale or Change of Control Transactiontransaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsDirectors of the Corporation) shall be, be made in the application of the provisions in this Section A.7 set forth 4 with respect to the rights and interests thereafter of the holders of the Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 Preferred Stock, or Series A Preferred Stock, as the case may be, to the end that the provisions set forth in this Section A.7 4 (including provisions with respect to changes in and other adjustments of the Series E Conversion Price, Series D Conversion Price, Series C Conversion Price, Series B Conversion Price, Series A-1 Conversion Price or Series A Conversion Price, as the case may be) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock securities or other property thereafter deliverable upon the conversion of the Series A E Preferred Stock and (B) all holders of Stock, Series A D Preferred Stock shall be deemed to have elected to so participate in such mergerStock, consolidationSeries C Preferred Stock, asset sale Series B Preferred Stock, Series A-1 Preferred Stock, or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A Preferred Stock. Notwithstanding anything to , as the contrary contained herein, the holders of shares of Series A Preferred Stock shall have the right to elect by vote of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themcase may be.

Adjustment for Merger or Reorganization, etc. Unless Subject to the holders provisions of Subsection 2.3 (Deemed Liquidation Events), if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4 (Adjustments to Section A.5 hereof (in which case Section A.5 shall applySeries A Conversion Price for Diluting Issues), 4.6 (AAdjustment for Certain Dividends and Distributions) upon or 4.7 (Adjustments for Other Dividends and Distributions)), then, following any merger such reorganization, recapitalization, reclassification, consolidation or consolidation of the Corporation with or into another corporationmerger, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series A Preferred Stock shall thereafter be convertible (or shall be converted in lieu of the Common Stock into a security that shall be convertible) which it was convertible prior to such event into Redeemable Preferred Stock and the kind and amount of shares of stock securities, cash or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable issuable upon conversion of such one share of Series A Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon to receive pursuant to such merger, consolidation, or asset sale or Change of Control Transactiontransaction; and, in such case, appropriate adjustment (as determined in good faith by the Board Board, subject to the approval of Directorsholders of a majority of the outstanding Series A Preferred Stock) shall be, be made in the application of the provisions in this Section A.7 set forth 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section A.7 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders conclusive evidence of the Series A Preferred Stock. Notwithstanding anything to the contrary contained herein, the holders fair value of shares of Series A Preferred Stock shall have the right to elect by vote of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themin any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Unless Subject to the holders provisions of Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof (Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which case Section A.5 shall applythe Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), (A) upon then, following any merger such reorganization, recapitalization, reclassification, consolidation or consolidation of the Corporation with or into another corporationmerger, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock shall thereafter be convertible (or shall be converted in lieu of the Common Stock into a security that shall be convertible) which it was convertible prior to such event into Redeemable Preferred Stock and the kind and amount of shares of stock securities, cash or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable issuable upon conversion of such one share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon to receive pursuant to such merger, consolidation, or asset sale or Change of Control Transactiontransaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsDirectors of the Corporation) shall be, be made in the application of the provisions in this Section A.7 set forth 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section A.7 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, Series B Conversion Price, and Series C Conversion Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all holders of Series A Preferred Stock shall be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A Preferred Stock. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of shares of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall have this Subsection 4.8 be deemed conclusive evidence of the right to elect by vote fair value of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themin any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Unless Subject to the holders provisions of Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof (Subsection 2.3, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which case Section A.5 shall applythe Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), (A) upon then, following any merger such reorganization, recapitalization, reclassification, consolidation or consolidation of the Corporation with or into another corporationmerger, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock shall thereafter be convertible (or shall be converted in lieu of the Common Stock into a security that shall be convertible) which it was convertible prior to such event into Redeemable Preferred Stock and the kind and amount of shares of stock securities, cash or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable issuable upon conversion of such one share of Series A Preferred Stock Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, as applicable, immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled upon to receive pursuant to such merger, consolidation, or asset sale or Change of Control Transactiontransaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of DirectorsDirectors of the Corporation) shall be, be made in the application of the provisions in this Section A.7 set forth 4 with respect to the rights and interests thereafter of the holders of the Series A Preferred Stock, to the end that the provisions set forth in this Section A.7 4 (including provisions with respect to changes in and other adjustments of the Series A Conversion Price, Series B Conversion Price, Series C Conversion Price, and Series D Conversion Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all holders of Series A Preferred Stock shall be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A Preferred Stock. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of shares of Series A Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall have this Subsection 4.8 be deemed conclusive evidence of the right to elect by vote fair value of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themin any such appraisal proceeding.

Adjustment for Merger or Reorganization, etc. Unless the holders (i) In case of Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction pursuant to Section A.5 hereof (in which case Section A.5 shall apply)any --------------------------------------------- recapitalization, (A) upon any reorganization, reclassification, consolidation, merger or consolidation of the Corporation with or into another corporation, any sale conveyance of all or substantially all of the assets of the Corporation Company pursuant to another corporation which the holders of Common Stock are entitled to receive (either directly or any Change on subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock (an "Organic Change"), each of Control Transaction the holders of Series C Preferred Stock shall thereafter have the right to acquire and receive, in lieu of or in addition to (as the case may be) the shares of Common Stock acquirable and receivable upon conversion of such holder's Series C Preferred Stock, such shares of stock, securities or assets as such holder would have received if such holder had converted its Series C Preferred Stock immediately prior to such Organic Change. In each such case, the Company shall also make appropriate provisions to insure that each share of Series A C Preferred Stock shall thereafter be convertible (or shall be converted into a security that shall be convertible) into Redeemable Preferred Stock and the kind and amount number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation Company deliverable upon conversion of such Series A C Preferred Stock would have been entitled upon such merger, consolidation, merger or asset sale or Change of Control Transaction; and, in such case, conveyance and that appropriate adjustment (as determined in good faith by the Board of Directors) shall be, be made in the application of the provisions in Section A.7 herein set forth with respect to the rights and interests interest thereafter of the holders of the Series A C Preferred Stock, to the end that the provisions set forth in Section A.7 herein (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all holders of Series A Preferred Stock shall be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A C Preferred Stock. Notwithstanding anything The Company shall not effect any such Organic Change unless prior to the contrary contained hereinconsummation thereof, the holders of shares of Series A Preferred Stock shall have successor entity (if other than the right to elect Company) assumes by vote of a Majority Interest to give effect to written instrument the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themobligations set forth herein.

Adjustment for Merger or Reorganization, etc. Unless If at any time or from time to time after the holders of Series A Preferred Stock elect redemption in connection with an Extraordinary Transaction Issuance Date there shall occur any reorganization, recapitalization, reclassification, consolidation, merger or other Reorganization Event involving the Company (other than a Reorganization Event deemed to be a Liquidation pursuant to Section A.5 hereof (4(B)) in which case shares of Common Stock (but not shares of Series B Preferred Stock) are converted into or exchanged for securities, cash or other property (other than a transaction covered by Section A.5 shall apply5(E)(i) or Section 5(E)(ii)), (A) upon then, following any such reorganization, recapitalization, reclassification, consolidation, merger or consolidation of the Corporation with or into another corporation, any sale of all or substantially all of the assets of the Corporation to another corporation or any Change of Control Transaction other Reorganization Event each share of Series A B Preferred Stock shall thereafter be convertible (or shall be converted in lieu of the shares of Common Stock into a security that shall be convertible) which it was convertible prior to such event into Redeemable Preferred Stock and the kind and amount of shares of stock securities, cash or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable Company issuable upon conversion of such one share 1 To be adjusted to the extent an event that would give rise to an adjustment under Section 5(E) occurs between signing and closing. of Series A B Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation, merger or other Reorganization Event would have been entitled upon to receive pursuant to such merger, consolidation, or asset sale or Change of Control Transactiontransaction; and, in such case, appropriate adjustment (as determined in good faith by the Board and approved by the holders of Directorsa majority of the shares of Series B Preferred Stock then outstanding) shall be, be made in the application of the provisions in this Section A.7 set forth 5(E) with respect to the rights and interests thereafter of the holders of the shares of Series A B Preferred Stock, to the end that the provisions set forth in this Section A.7 5 (including provisions with respect to changes in and other adjustments of to the Conversion Price) shall thereafter be applicable, as nearly as possiblereasonably may be, in relation to any shares of stock securities or other property thereafter deliverable upon the conversion of the Series A Preferred Stock and (B) all holders of Series A Preferred Stock shall be deemed to have elected to so participate in such merger, consolidation, asset sale or Change of Control Transaction as provided in this Section A.7(e) and such election shall bind all holders of the Series A Preferred Stock. Notwithstanding anything to the contrary contained herein, the holders of shares of Series A B Preferred Stock shall have the right to elect by vote of a Majority Interest to give effect to the conversion and other rights contained in Section A.6 (or the rights contained in Section A.4, if applicable) instead of giving effect to the provisions contained in this Section A.7(e) with respect to the shares of Series A Preferred Stock owned by themStock.