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

Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than fifty percent (50% %) of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the event that, Company (or any other corporation the stock or other securities of which are at any the time or from time to time receivable on the exercise of the Warrant) after the Issue Issuance Date, or in case, after such date, the Corporation Company (or any such other corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, another corporation or (c) sell or transfer convey all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued to another corporation, then and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, case the HolderWarrantholder, upon the exercise of this the Warrant as provided in Section 2 1 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale conveyance, shall be entitled to receive, in lieu of the stock or other PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or converted the Warrant immediately prior thereto (and such stock or securities shall be deemed to be "Warrant Shares" for the purpose of this Warrant); in each such case, the terms of this Warrant, including the exercise provisions of Section 1, shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the Warrant after such consummation. The Company shall not effect any consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the effective date corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such dissolution (subject to consolidation or merger, or the limitation contained in Section 4.6, if applicable)corporation purchasing such assets, as the case may be, shall receiveassume by written instrument, in lieu of form and substance reasonably satisfactory to the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective dateWarrantholder, as the case may beexecuted and delivered in accordance with Section 8.2 hereof, the Stock and property (including cash) obligation to which deliver to the Holder would have been entitled upon the consummation Warrantholder such shares of such reorganizationstock, consolidation securities or mergerassets as, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance withwith the foregoing provisions, the provisions of this Section 4Warrantholder is entitled to purchase.

Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization, reclassification, recapitalization or similar transaction involving the event thatstock of the Company (or of any other entity, the stock or other securities of which are at any the time or from time to time receivable upon the exercise of this Warrant), after the Issue Datedate of this Warrant, or in case, after such date, the Corporation Company (or any such corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Personanother corporation, or (c) sell or transfer convey all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation to another entity or undertake a similar transaction (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporationa "Corporate Transaction"), then, and in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time after the record date for the holders of stock entitled to participate in such Corporate Transaction (or from time to time if there is no such record date, immediately after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject Corporate Transaction) shall be entitled to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant Shares issuable on such exercise immediately prior to the consummation of such consummation or such effective date, as the case may beCorporate Transaction, the Stock and property (including cash) stock or other securities, property, assets, evidence of indebtedness, or other rights, warrants or options to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, Corporate Transaction if the Holder had so exercised this Warrant immediately prior thereto (and assuming that any adjustment under this Section 4 that would otherwise be made in connection with the payment by the Holder consummation of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution)such Corporate Transaction had been made, all subject to successive adjustments thereafter from time to time pursuant tofurther adjustment as provided in this Warrant, as applicable, and the successor or purchasing entity in accordance withsuch Corporate Transaction, (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity's obligations under this Warrant; and in each such case, the provisions terms of this Section 4Warrant shall be applicable to the shares of stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant after the consummation of such Corporate Transaction.

Adjustment for Reorganization, Consolidation or Merger. In the event ------------------------------------------------------ that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

Adjustment for Reorganization, Consolidation or Merger. In the event that, at any time or from time to time after the Issue Date, the Corporation shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, or (c) sell or transfer all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time or from time to time after the consummation of such reorganization, consolidation, consolidation or merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.64.5, if applicable), as the case may be, shall receive, in lieu of the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may be, the Stock and property (including cash) to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance with, the provisions of this Section 4.

Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the event that, Company (or any other corporation the stock or other securities of which are at any the time or from time to time receivable on the exercise of the Warrant) after the Issue Issuance PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Date, or in case, after such date, the Corporation Company (or any such other corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, another corporation or (c) sell or transfer convey all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation (whether issued to another corporation, then and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporation, then, in each such case, case the HolderWarrantholder, upon the exercise of this the Warrant as provided in Section 2 1 hereof at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property to which the Warrantholder would have been entitled upon such consummation if the Warrantholder had exercised or converted the Warrant immediately prior thereto (and such stock or securities shall be deemed to be "Warrant Shares" for the purpose of this Warrant); in each such case, the terms of this Warrant, including the exercise provisions of Section 1, shall be applicable to the shares of stock or other securities or property receivable upon the exercise of the Warrant after such consummation. The Company shall not effect any consolidation, merger or conveyance of all or substantially all of its assets unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the effective date corporation into or for the securities of which the previously outstanding stock of the Company shall be changed in connection with such dissolution (subject to consolidation or merger, or the limitation contained in Section 4.6, if applicable)corporation purchasing such assets, as the case may be, shall receiveassume by written instrument, in lieu of form and substance reasonably satisfactory to the Warrant Shares issuable on such exercise immediately prior to such consummation or such effective dateWarrantholder, as the case may beexecuted and delivered in accordance with Section 8.2 hereof, the Stock and property (including cash) obligation to which deliver to the Holder would have been entitled upon the consummation Warrantholder such shares of such reorganizationstock, consolidation securities or mergerassets as, or sale or transfer, or in connection with such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution), all subject to successive adjustments thereafter from time to time pursuant to, and in accordance withwith the foregoing provisions, the provisions of this Section 4Warrantholder is entitled to purchase.

Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization, reclassification, recapitalization or similar transaction involving the event thatstock of the Company (or of any other entity, the stock or other securities of which are at any the time or from time to time receivable upon the exercise of this Warrant), after the Issue Datedate of this Warrant, or in case, after such date, the Corporation Company (or any such corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Personanother corporation, or (c) sell or transfer convey all or substantially all of its properties or assets or more than 50% of the voting capital stock of the Corporation to another entity or undertake a similar transaction (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporationa “Corporate Transaction”), then, and in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof at any time after the record date for the holders of stock entitled to participate in such Corporate Transaction (or from time to time if there is no such record date, immediately after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject Corporate Transaction) shall be entitled to the limitation contained in Section 4.6, if applicable), as the case may be, shall receive, in lieu of the stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant Shares issuable on such exercise immediately prior to the consummation of such consummation or such effective date, as the case may beCorporate Transaction, the Stock and property (including cash) stock or other securities, property, assets, evidence of indebtedness, or other rights, warrants or options to which the Holder would have been entitled upon the consummation of such reorganization, consolidation or merger, or sale or transfer, or in connection with such dissolution, as the case may be, Corporate Transaction if the Holder had so exercised this Warrant immediately prior thereto (and assuming that any adjustment under this Section 4 that would otherwise be made in connection with the payment by the Holder consummation of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution)such Corporate Transaction had been made, all subject to successive adjustments thereafter from time to time pursuant tofurther adjustment as provided in this Warrant, as applicable, and the successor or purchasing entity in accordance withsuch Corporate Transaction, (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such entity’s obligations under this Warrant; and in each such case, the provisions terms of this Section 4Warrant shall be applicable to the shares of stock or other securities, property, assets, evidences of indebtedness, or other rights, warrants or options receivable upon the exercise of this Warrant after the consummation of such Corporate Transaction.

Adjustment for Reorganization, Consolidation or Merger. In case of any reorganization of the event thatCompany (or of any other corporation, the stock or other securities of which are at any the time or from time to time receivable on the exercise of this Warrant) after the Issue DateDate of Original Issuance, or in case, after such date, the Corporation Company (or any such corporation) shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, another corporation or (c) sell or transfer convey all or substantially all of its properties assets to another corporation or assets or more than 50% of the voting capital stock of the Corporation (whether issued and outstanding, newly issued, from treasury, or any combination thereof) to any other Person under any plan or arrangement contemplating the reorganization, consolidation or merger, sale or transfer, or dissolution of the Corporationentity, then, and in each such case, the Holder, upon the exercise of this Warrant as provided in Section 2 hereof Warrant, at any time or from time to time after the consummation of such reorganization, consolidation, merger or sale or the effective date of such dissolution (subject to the limitation contained in Section 4.6, if applicable), as the case may beconveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant Shares issuable on such exercise immediately prior to such consummation or such effective date, as the case may beconsummation, the Stock and stock or other securities or property (including cash) to which the such Holder would have been entitled upon the consummation of such reorganization, consolidation consolidation, merger or merger, or sale or transfer, or in connection with conveyance if such dissolution, as the case may be, if the Holder had so exercised this Warrant immediately prior thereto (assuming the payment by the Holder of the Exercise Price therefor as required hereby in a form permitted hereby, which payment shall be included in the assets of the Corporation for the purposes of determining the amount available for distribution)thereto, all subject to successive adjustments thereafter from time to time pursuant tofurther adjustment as provided in this Section 9, and the successor or purchasing corporation or other entity in accordance withsuch reorganization, consolidation, merger or conveyance (if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such corporation’s or entity’s obligations under this Warrant; and in each such case, the terms of this Warrant (including the exercisability, transfer and adjustment provisions of this Section 4Warrant) shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after the consummation of such reorganization, consolidation, merger or conveyance.