Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Warrant.

Consolidation, Merger or Sale. In case the Company Corporation shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company Corporation shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company Corporation shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Warrant.

Consolidation, Merger or Sale. In case of any consolidation of ----------------------------- the Company shall at any time prior to the satisfaction Corporation with, or merger of the note underlying this WarrantCorporation into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Corporation other than in connection with a plan of complete liquidation of the Corporation, then as a condition of such consolidation, merger, sale or conveyance, adequate provision shall be made whereby the holder of this Warrant shall have the right to acquire and receive upon exercise of this Warrant in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of capital stock, securities or the expiration of the Exercise Period, whichever first occurs, consolidate assets as may be issued or merge payable with any other corporation (unless the Company shall be the surviving entity) respect to or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of in exchange for the number of shares of Common Stock as to which the immediately theretofore acquirable and receivable upon exercise of this Warrant was exercisable immediately prior to if such transaction (without giving effect to any restriction upon such exercise); andconsolidation, in merger, sale or conveyance had not taken place. In any such case, the Corporation shall make appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect insure that the provisions of this Warrant Section 4 shall thereafter be applicable (as nearly as may be practicable) with respect in relation to any shares, evidences shares of indebtedness, capital stock or other securities or assets thereafter deliverable upon the exercise of this Warrant.

Consolidation, Merger or Sale. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Warrant.

Consolidation, Merger or Sale. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this WarrantOption, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this WarrantOption, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant Option was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant Option shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this WarrantOption.

Consolidation, Merger or Sale. In case the Company shall at of any time prior to the satisfaction consolidation of the note underlying this Warrant----------------------------- Corporation with, or merger of the Corporation into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Corporation other than in connection with a plan of complete liquidation of the Corporation, then as a condition of such consolidation, merger, sale or conveyance, adequate provision shall be made whereby the holder of this Warrant shall have the right to acquire and receive upon exercise of this Warrant in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of capital stock, securities or the expiration of the Exercise Period, whichever first occurs, consolidate assets as may be issued or merge payable with any other corporation (unless the Company shall be the surviving entity) respect to or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of in exchange for the number of shares of Common Stock as to which the immediately theretofore acquirable and receivable upon exercise of this Warrant was exercisable immediately prior to if such transaction (without giving effect to any restriction upon such exercise); andconsolidation, in merger, sale or conveyance had not taken place. In any such case, the Corporation shall make appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect insure that the provisions of this Warrant Section 4 shall thereafter be applicable (as nearly as may be practicable) with respect in relation to any shares, evidences shares of indebtedness, capital stock or other securities or assets thereafter deliverable upon the exercise of this Warrant.

Consolidation, Merger or Sale. In case the Company Corporation shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Underwriter's Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company Corporation shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolutioncorporation, then the Company Corporation shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Underwriter's Warrant, upon the exercise thereof hereof after the effective date of such transaction, shall be entitled to receive the kind and amount of sharessecurities, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the if this Underwriter's Warrant was exercisable were exercised immediately prior to such transaction (without giving effect to any restriction upon such exerciseexercise and based, initially, on each Unit Share and Unit Warrant being counted as one share of Common Stock); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Underwriter's Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any sharessecurities, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Underwriter's Warrant.

Consolidation, Merger or Sale. In case the Company shall at any time prior to the satisfaction of the note underlying this Warrant, or the exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs, consolidate or merge with any other corporation (unless the Company shall be the surviving entity) or transfer all or substantially all of its assets to any other corporation preparatory to a dissolution, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant, upon the exercise thereof after the effective date of such transaction, shall be entitled to receive the kind and amount of shares, evidences of indebtedness, and/or other property receivable on such transaction by a holder of the number of shares of Common Stock as to which the Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder hereof to the effect that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness, or other securities or assets thereafter deliverable upon exercise of this Warrant.. Exhibit 4.4