Common use of Adjustments for Reorganization, Merger, Consolidation or Sales of Assets Clause in Contracts

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)(d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note Warrant shall have the right thereafter to convert this Note Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v(e) with respect to the rights of the holders of this Note Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v(e) (including any adjustment in the Conversion Price applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this NoteWarrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v(v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v(v) (including any adjustment in the applicable Conversion Price Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv3.5(a)(iv)), or a merger or consolidation of the Company with or into another corporationcorporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's ’s properties or assets to any other personperson (an “Organic Change”), then as a part of such reorganization, merger, consolidation, or sale, Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note Holder shall have the right thereafter to convert this such Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v3.5(a)(v) with respect to the rights of the holders of this Note Holder after the reorganization, merger, consolidation, or sale Organic Change to the end that the provisions of this Section 4(c)(v3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv3.5(a)(iv)), or a merger or consolidation of the Company Maker with or into another corporationcorporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the CompanyMaker's properties or assets to any other personperson (a “Corporate Transaction”), then as a part of such reorganization, merger, consolidation, or sale, Corporate Transaction an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note Holder shall have the right thereafter to convert this such Note into the kind and amount of shares of stock and other securities or property of the Company Maker or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleCorporate Transaction. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v3.5(a)(v) with respect to the rights of the holders of this Note Holder after the reorganization, merger, consolidation, or sale Corporate Transaction to the end that the provisions of this Section 4(c)(v3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this NoteNote and the Other Notes) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i5(d)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv5(d)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v5(d)(v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v5(d)(v) (including any adjustment in the applicable Conversion Price Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i7(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)7(d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note Warrant shall have the right thereafter to convert this Note Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v7(e) with respect to the rights of the holders of this Note Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v7(e) (including any adjustment in the Conversion Price applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this NoteWarrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i8(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)8(d), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note Warrant shall have the right thereafter to convert this Note Warrant into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v8(e) with respect to the rights of the holders of this Note Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v8(e) (including any adjustment in the Conversion Price applicable conversion ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of this NoteWarrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i4(d)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv4(d)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder Payee of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v4(d)(v) with respect to the rights of the holders Payees of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i11(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv11(d)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion applicable Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note The Warrant shall have the right thereafter to convert this Note exercise such warrants into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion exercise of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v11(e) with respect to the rights of the holders of this Note The Warrant after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v11(e) (including any adjustment in the Conversion applicable Exercise Price then in effect and the number of shares of stock or other securities deliverable upon conversion exercise of this Notesuch warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i4(d)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv4(d)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v4(d)(v) with respect to the rights of the holders of this Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i3.4(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv3.4(a)(iv)), or a merger or consolidation of the Company with or into another corporationcorporation where the holders of outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's ’s properties or assets to any other personperson (an "Organic Change"), then as a part of such reorganization, merger, consolidation, or sale, Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note Holder shall have the right thereafter to convert this each applicable Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v3.4(a)(v) with respect to the rights of the holders of this Note Holder after the reorganization, merger, consolidation, or sale Organic Change to the end that the provisions of this Section 4(c)(v3.4(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this each applicable Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i11(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv11(d)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion applicable Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note Warrants shall have the right thereafter to convert this Note exercise such Warrants into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion exercise of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v11(e) with respect to the rights of the holders of this Note Warrants after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v11(e) (including any adjustment in the Conversion applicable Exercise Price then in effect and the number of shares of stock or other securities deliverable upon conversion exercise of this Notesuch warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder Holder of this Promissory Note shall have the right thereafter to convert this such Promissory Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v) with respect to the rights of the holders Holder of this Promissory Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this the Promissory Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i3.6(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv3.6(a)(iv)), or a merger or consolidation of the Company Maker with or into another corporationcorporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the CompanyMaker's properties or assets to any other personperson (an "Organic Change"), then as a part of such reorganization, merger, consolidation, or sale, Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note Holder shall have the right thereafter to convert this such Note into the kind and amount of shares of stock and other securities or property of the Company Maker or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v3.6(a)(v) with respect to the rights of the holders of this Note Holder after the reorganization, merger, consolidation, or sale Organic Change to the end that the provisions of this Section 4(c)(v3.6(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.Note and the Other

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If Subject to Section 4 above, if at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i5(d)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv5(d)(iv)), or a merger or consolidation of the Company with or into another corporationcorporation or other entity, or the sale conveyance of all or substantially all of the Company's properties assets of the Company to another corporation or assets to any other personentity, then as a part of immediately after such reorganization, merger, consolidation, or saleconveyance (an “Organic Change”), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made if necessary or appropriate and provision shall be made if necessary or appropriate (by adjustments of the Conversion Price or otherwise) so that the holder of this Note each share of Series A Preferred Stock shall have the right thereafter to convert this Note such share of Series A Preferred Stock into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v5(d)(v) with respect to the rights of the holders of this Note the Series A Preferred Stock after the reorganization, merger, consolidation, or sale Organic Change to the end that the provisions of this Section 4(c)(v5(d)(v) (including any adjustment in the Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Notethe Series A Preferred Stock) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i3.4(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv3.4(a)(iv)), or a merger or consolidation of the Company with or into another corporationcorporation where the holders of outstanding voting securities of the Company prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's properties or assets to any other personperson (an "Organic Change"), then as a part of such reorganization, merger, consolidation, or sale, Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this Note Holder shall have the right thereafter to convert this each applicable Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or saleOrganic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v3.4(a)(v) with respect to the rights of the holders of this Note Holder after the reorganization, merger, consolidation, or sale Organic Change to the end that the provisions of this Section 4(c)(v3.4(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this each applicable Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holder of this each Promissory Note shall have the right thereafter to convert this such Promissory Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v) with respect to the rights of the holders of this the Promissory Note after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this the Promissory Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date date hereof there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 4(c)(i11(a), (ii) b), and (iiic), or a reclassification, exchange or substitution of shares provided for in Section 4(c)(iv11(d)), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties or assets to any other person, then as a part of such reorganization, merger, consolidation, or sale, an appropriate revision to the Conversion applicable Exercise Price shall be made and provision shall be made (by adjustments of the Conversion Exercise Price or otherwise) so that the holder of this Note Warrant "A" and Warrant "B" shall have the right thereafter to convert this Note exercise such warrants into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from such reorganization, merger, consolidation, or sale, to which a holder of Common Stock deliverable upon conversion exercise of such shares would have been entitled upon such reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4(c)(v11(e) with respect to the rights of the holders of this Note Warrant "A" and Warrant "B" after the reorganization, merger, consolidation, or sale to the end that the provisions of this Section 4(c)(v11(e) (including any adjustment in the Conversion applicable Exercise Price then in effect and the number of shares of stock or other securities deliverable upon conversion exercise of this Notesuch warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable.