Common use of Consolidation or Merger Clause in Contracts

Consolidation or Merger. If any consolidation or merger of the Company with another corporation shall be effected, then, as a condition of such consolidation or merger, lawful and adequate provision shall be made whereby the holder of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation or merger not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Company shall not effect any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicable.

Consolidation or Merger. If Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be effected, then, as a condition no adjustments under Section 11.05 but the Holder of such consolidation or merger, lawful and adequate provision each Security then outstanding shall be made whereby the holder of the Note shall thereafter have the right thereafter to convert such Security into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the Noteafter such consolidation, merger, statutory exchange, sale or conveyance had such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal Security been converted immediately prior to the number effective date of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation consolidation, merger, statutory exchange, sale or merger not taken place, conveyance and in any such case case, if necessary, appropriate provision adjustment shall be made in the application of the provisions set forth in this Article Eleven with respect to the rights and interests thereafter of such holder the Holders of the Securities, to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) set forth in this Article Eleven shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise conversion of the Securities. Any such conversion rights. The Company adjustment shall not effect any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume be made by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8a supplemental indenture executed by the Issuer, howeverthe Company and the Trustee and approved by a firm of independent public accountants, nothing contained in this Section 5.8 will evidenced by a certificate to that effect; and any adjustment so approved shall for all purposes hereof conclusively be deemed to restrict the Company from entering into a consolidation be an appropriate adjustment. The above provisions of this Section 11.10 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or merger; provided, however, that the restrictions conveyances. The Issuer shall give notice of the Purchase Agreement execution of such a supplemental indenture to the Holders of Securities in the manner provided in Section 12.02 within 30 days after the execution thereof. The Trustee shall remain applicablenot be under any responsibility to determine the correctness of any provisions contained in such supplemental indenture relating either to the kind or amount of shares of stock or securities or property receivable by Holders upon the conversion of their Securities after any such consolidation, merger, statutory exchange, sale or conveyance, or to any adjustment to be made with respect thereto.

Consolidation or Merger. If any consolidation or merger of the Company with another corporation entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity shall be effectedeffected where the consideration for such consolidation or merger is entirely stock (i.e., it is a stock for stock transfer), then, as a condition of such consolidation consolidation, merger, sale, transfer or mergerother disposition, lawful and adequate provision shall be made whereby the holder of the Note Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified herein and in lieu of the shares of Common Stock of the Company Warrant Shares immediately theretofore receivable issuable upon the conversion exercise of the Note, this Warrant. such shares of stock, securities or assets as may be issued would have been issuable or payable with respect to or in exchange for a number of outstanding shares Warrant Shares equal to the number of shares of Common Stock Warrant Shares immediately theretofore so receivable by such holder issuable upon exercise of this Warrant, had such consolidation consolidation, merger, sale, transfer or merger not other disposition net taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder each Holder to the end that the provisions hereof (including including, without limitation provisions limitation, provision for adjustment of the Conversion PriceWarrant Price and of the number of Warrant Shares) shall thereafter be applicable, as nearly equivalent as may be, be practicable in relation to any shares of stock, securities or assets properties thereafter deliverable upon the exercise of such conversion rightsthereof. The Company shall not effect any such consolidation or consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation entity, (if other than the Company) resulting from such consolidation or merger merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder Holder may be entitled to receivepurchase, and the other obligations under this Warrant. Except as expressly set forth in The provisions of this Section 5.84.3 shall similarly apply to successive consolidations, howevermergers, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation sales, transfers or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableother dispositions.

Consolidation or Merger. If the Company shall at any consolidation time prior to the Expiration Date consolidate with or merger merge with or into another entity, each Holder of a Warrant shall thereafter be entitled to receive, upon the exercise thereof and payment of the Company Exercise Price in accordance with another corporation shall be effected, then, as a condition of such consolidation or merger, lawful and adequate provision shall be made whereby the holder of the Note shall thereafter have the right to receive upon the basis and upon the terms of this Agreement, the aggregate number and conditions specified herein kind of securities and in lieu of the shares of Common Stock of the Company property (including any cash), if any, which if such Warrant had been exercised immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect prior to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation or merger not taken placeand at a time when the transfer books of the Company were open, it would have owned upon such exercise and been entitled to receive upon such merger or consolidation. The Company shall take such steps in any connection with such case appropriate provision shall consolidation or merger as may be made with respect necessary to the rights and interests of such holder to the end ensure that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock, securities or assets property (including any cash) thereafter deliverable upon the exercise of the Warrants; provided, however, that if upon such conversion rightsconsolidation or merger different holders of Common Stock shall be entitled to receive different forms of consideration for their Common Stock, the form of such consideration thereafter deliverable upon the exercise of the Warrants shall be as determined in good faith by the board of directors of the Company, whose determination shall be conclusive. A sale of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the purposes of this Section 9. The Company shall not effect any such consolidation consolidation, merger or merger, sale of all or substantially all of its assets (in one or more transactions) unless prior to or simultaneously with the consummation thereof thereof, the successor or surviving corporation or entity (if other than the Company) resulting from such consolidation or merger merger, or the corporation or other entity to which such assets are transferred, shall assume assume, by written instrument agreement duly executed and mailed to the Holders or delivered to the holder in accordance with Section 14 hereof, the obligation to deliver to such holder such shares each Holder the Shares of stock, securities or assets as, which such Holder is entitled to purchase in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in The provisions of this Section 5.8, however, nothing contained in this Section 5.8 will be deemed 10 shall also apply to restrict the Company from entering into a consolidation successive mergers or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableconsolidations.

Consolidation or Merger. If any consolidation or merger of the Company with another corporation entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity shall be effectedeffected where the consideration for such consolidation or merger is entirely Membership Interests (i.e., it is a unit for unit transfer), then, as a condition of such consolidation consolidation, merger, sale, transfer or mergerother disposition, lawful and adequate provision shall be made whereby the holder of the Note Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified herein and in lieu of the shares of Common Stock of the Company Warrant Units immediately theretofore receivable issuable upon the conversion exercise of the Notethis Warrant, such shares of stockunits, securities or assets as may be issued would have been issuable or payable with respect to or in exchange for a number of outstanding shares Warrant Units equal to the number of shares of Common Stock Warrant Units immediately theretofore so receivable by such holder issuable upon exercise of this Warrant, had such consolidation consolidation, merger, sale, transfer or merger other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder each Holder to the end that the provisions hereof (including including, without limitation provisions limitation, provision for adjustment of the Conversion PriceWarrant Price and of the number of Warrant Units) shall thereafter be applicable, as nearly equivalent as may be, be practicable in relation to any shares of stockunits, securities or assets properties thereafter deliverable upon the exercise of such conversion rightsthereof. The Company shall not effect any such consolidation or consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation entity (if other than the Company) resulting from such consolidation or merger merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to the Holder such holder such shares of stockunits, securities or assets as, in accordance with the foregoing provisions, such holder Holder may be entitled to receivepurchase, and the other obligations under this Warrant. Except as expressly set forth in The provisions of this Section 5.84.3 shall similarly apply to successive consolidations, howevermergers, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation sales, transfers or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableother dispositions.

Consolidation or Merger. If If, while this Warrant or any portion hereof, remains outstanding and unexpired, there shall be: (i) a reorganization (other than a combination; reclassification, exchange or subdivision of shares otherwise provided for herein); (ii) a merger or consolidation or merger of the Company with or into another corporation shall be effectedin which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a condition part of such consolidation or reorganization, merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby so that the holder Holder of the Note this Warrant shall thereafter have the right be entitled to receive upon exercise of this Warrant, during the basis and upon the terms and conditions period specified herein and in lieu upon payment of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the NoteExercise Price then in effect, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation. sale or transfer that a holder of the Shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization. consolidation, merger. sale or transfer if this Warrant had been exercised immediately theretofore so before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable by such upon the exercise of this Warrant. If the per-share consideration payable to the holder had such consolidation or merger not taken place, and hereof for shares in connection with any such case transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined by the Board of Directors of Company in its reasonable good faith judgment, which determination shall be binding upon the Holder. In all events, appropriate provision adjustment shall be made in the application of the provisions of this Warrant (including adjustment of the Exercise Price and number of Shares purchasable pursuant to the terms and conditions of this Warrant) with respect to the rights and interests of such holder the Holder after the transaction, to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) this Warrant shall thereafter be applicableapplicable after that event, as nearly near as reasonably may be, in relation to any shares of stock, securities or assets thereafter other property deliverable after that event upon the exercise of such conversion rights. The Company shall not effect any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableWarrant.

Consolidation or Merger. If In case of any consolidation of the Company with, or merger of the Company with another corporation shall be effectedinto, thenany other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company at any time during the Exercise Period, then as a condition of such consolidation consolidation, merger or mergersale or conveyance, lawful and adequate provision shall will be made whereby the holder of the Note shall thereafter this Warrant will have the right to acquire and receive upon the basis and upon the terms and conditions specified herein and exercise of this Warrant in lieu of the shares of Common Stock of the Company immediately theretofore receivable acquirable upon the conversion exercise of the Notethis Warrant, such shares of stock, securities securities, cash or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so acquirable and receivable by such holder upon exercise of this Warrant had such consolidation consolidation, merger, sale or merger conveyance not taken place, and in . In any such case case, the Company will make appropriate provision shall be made with respect to the rights and interests of such holder to the end insure that the provisions of this Section 3 hereof (including without limitation provisions for adjustment of the Conversion Price) shall will thereafter be applicable, applicable as nearly as may be, be in relation to any shares of stock, stock or securities or assets thereafter deliverable upon the exercise of such conversion rightsthis Warrant. The Company shall will not effect any such consolidation or consolidation, merger, sale or conveyance unless prior to or simultaneously with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume assumes by written instrument executed the obligations under this Warrant and mailed or delivered the obligations to deliver to the holder hereof, the obligation to deliver to such holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, such the holder may be entitled to receiveacquire. Except as expressly set forth Notwithstanding the foregoing, in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the event of any consolidation of the Company from entering into a consolidation with, or merger; provided, however, that the restrictions merger of the Purchase Agreement shall remain applicableCompany into, any other corporation, or the sale or conveyance of all or substantially all of the assets of the Company, at any time during the Exercise Period, the holder of the Warrant shall, at its option, have the right to receive, in connection with such transaction, cash consideration equal to the fair market value of this Warrant as determined in accordance with customary valuation methodology used in the investment banking industry.

Consolidation or Merger. (a) If any consolidation or merger of the Company with another corporation entity in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity (collectively, a “Sale Transaction”) shall be effected, then, as a condition of such consolidation or mergerSale Transaction, lawful and adequate provision shall be made whereby the holder of the Note Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified herein and in lieu of the shares of Common Stock of the Company Warrant Shares immediately theretofore receivable issuable upon the conversion exercise of the Notethis Warrant, such shares of stock, securities or assets as may be issued would have been issuable or payable with respect to or in exchange for a number of outstanding shares securities or property equal to the number of shares of Common Stock Warrant Shares immediately theretofore so receivable by such holder issuable upon exercise of this Warrant, had such consolidation or merger Sale Transaction not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder the Holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) shall thereafter be applicable, as nearly equivalent as may be, be practicable in relation to any shares of stock, securities or assets properties thereafter deliverable upon the exercise of such conversion rightsthereof. The Company shall not effect any such consolidation or merger, Sale Transaction unless prior to or simultaneously with the consummation thereof the successor corporation entity (if other than the Company) resulting from such consolidation or merger merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to the Holder such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder the Holder may be entitled to receive. Except as expressly set forth in purchase, and the other obligations under this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableWarrant.

Consolidation or Merger. If any consolidation or merger of the Company with another corporation or the sale of all or substantially all its assets shall be effected, then, as a condition of such consolidation consolidation, merger or mergersale, lawful and adequate provision shall be made whereby the holder of the this Convertible Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the this Convertible Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation consolidation, merger or merger sale not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Priceconversion price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Company shall not effect any such consolidation or mergerconsolidation, merger of sale, unless prior to or simultaneously with the consummation thereof thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicable.

Consolidation or Merger. If any capital reorganization or reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation shall be or any other entity or the sale of all or substantially all of its assets to another entity is effected, then, as a condition of the successor entity (if other than the Company) resulting from such consolidation or mergermerger or the entity purchasing such assets must assume this Warrant by written instrument executed and mailed or delivered to Purchaser, and lawful and adequate provision shall (in form reasonably satisfactory to Purchaser) must be made whereby the holder of the Note shall hereof thereafter have has the right to purchase and receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the conversion exercise of the Noterights represented hereby, such shares of stock, securities stock or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore so purchasable and receivable by such holder upon the exercise of the rights represented hereby had such consolidation reorganization, reclassification, consolidation, merger or merger sale not taken place, and in . In any such case case, appropriate provision shall must be made with respect to the rights and interests of such the holder of this Warrant to the end assure that the provisions hereof (including without limitation provisions for adjustment of the Conversion PriceExercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall are thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights. The Company shall not effect any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicable.

Consolidation or Merger. If Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be effected, then, as a condition of such consolidation or merger, lawful and adequate provision no adjustments under Section 6.4 but the Purchaser shall be made whereby the holder of the Note shall thereafter have the right thereafter to convert such Debenture into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the Noteafter such consolidation, merger, statutory exchange, sale or conveyance had such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal Debenture been converted immediately prior to the number effective date of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation consolidation, merger, statutory exchange, sale or merger not taken place, conveyance and in any such case case, if necessary, appropriate provision adjustment shall be made in the application of the provisions set forth in this Article VI with respect to the rights and interests thereafter of such holder the holders of the Debentures, to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) set forth in this Article VI shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise conversion of the Debentures. Any such conversion rights. The Company adjustment shall not effect be approved by a firm of independent public accountants, evidenced by a certificate to that effect; and any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger adjustment so approved shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will for all purposes hereof conclusively be deemed to restrict the Company from entering into a consolidation be an appropriate adjustment. The above provisions of this Section 6.9 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableconveyances.

Consolidation or Merger. If Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be effected, then, as a condition of such consolidation or merger, lawful and adequate provision no adjustments under Section 7.4 but the Purchaser shall be made whereby the holder of the Note shall thereafter have the right thereafter to convert such Debenture into the kind and amount of securities, cash or other property which he would have owned or have been entitled to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the Noteafter such consolidation, merger, statutory exchange, sale or conveyance had such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal Debenture been converted immediately prior to the number effective date of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation consolidation, merger, statutory exchange, sale or merger not taken place, conveyance and in any such case case, if necessary, appropriate provision adjustment shall be made in the application of the provisions set forth in this Article VII with respect to the rights and interests thereafter of such holder the holders of the Debentures, to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) set forth in this Article VII shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise conversion of the Debentures. Any such conversion rights. The Company adjustment shall not effect be approved by a firm of independent public accountants, evidenced by a certificate to that effect; and any such consolidation or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger adjustment so approved shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will for all purposes hereof conclusively be deemed to restrict the Company from entering into a consolidation be an appropriate adjustment. The above provisions of this Section 7.1(a) shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableconveyances.

Consolidation or Merger. If Notwithstanding any other provision herein to the contrary, in case of any consolidation or merger to which the Borrower is a party other than a merger or consolidation in which the Borrower is the continuing corporation, or in case of any sale or conveyance to another corporation of the Company property of the Borrower as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Borrower), there shall be effectedno adjustment under this Section 4 but the Lender shall have the right thereafter to convert this Note into the kind and amount of securities, thencash or other property which he would have owned or have been entitled to receive immediately after such consolidation, as a condition merger, statutory exchange, sale or conveyance had this Note been converted immediately prior to the effective date of such consolidation or consolidation, merger, lawful statutory exchange, sale or conveyance and adequate provision in any case, if necessary, appropriate adjustment shall be made whereby in the holder application of the Note shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and provisions set forth in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the conversion of the Note, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so receivable by such holder had such consolidation or merger not taken place, and in any such case appropriate provision shall be made this Section 4 with respect to the rights and interests thereafter of such holder the Lender hereunder, to the end that the provisions hereof (including without limitation provisions for adjustment of the Conversion Price) set forth in this Section 4 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock, stock or other securities or assets property thereafter deliverable upon on the exercise conversion of such conversion rightsthis Note. The Company above provisions of this subsection (h) shall not effect any such consolidation similarly apply to successive consolidations, mergers, statutory exchanges, sales or merger, unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger shall assume by written instrument executed and mailed or delivered to the holder hereof, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableconveyances.

Consolidation or Merger. If any consolidation Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or merger substantially all of the Company Corporation's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with another corporation respect to or in exchange for Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Corporation shall be effected, then, as make appropriate provision (in form and substance reasonably satisfactory to holders of Series B Preferred Stock representing a condition of such consolidation or merger, lawful and adequate provision shall be made whereby the holder majority of the Note Series B Preferred Stock then outstanding) to insure that each of the holders of the Series B Preferred Stock shall thereafter have the right to acquire and receive upon the basis and upon the terms and conditions specified herein and in lieu of or in addition to (as the case may be) the shares of Common Stock of the Company immediately theretofore acquirable and receivable upon the conversion of the Notesuch holder's Series B Preferred Stock, such shares of stock, securities or assets as may be issued issuable or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of Common Stock immediately theretofore so acquirable and receivable by upon conversion of such holder holder's Series B Preferred Stock had such consolidation or merger Organic Change not taken place, and in . In any such case case, the Corporation shall make appropriate provision shall be made (in form and substance reasonably satisfactory to the holders of Series B Preferred Stock representing a majority of the Series B Preferred Stock then outstanding) with respect to the such holders' rights and interests of such holder interest to the end insure that the provisions hereof shall thereafter be applicable to the Series B Preferred Stock (including without limitation provisions for including, in the case of any such consolidation, merger or sale in which the successor entity or purchasing entity is other than the Corporation, an immediate adjustment of the Conversion Price) shall thereafter be applicable, as nearly as may be, in relation conversion price to any shares of stock, securities or assets thereafter deliverable upon reflect the exercise value for the Series B Preferred Stock reflected by the terms of such consolidation, merger or sale, if the value so reflected would cause an increase to the conversion rightsprice in effect immediately prior to such consolidation, merger or sale). The Company Corporation shall not effect any such consolidation consolidation, merger or mergersale, unless prior to or simultaneously with the consummation thereof thereof, the successor corporation entity (if other than the CompanyCorporation) resulting from such consolidation or merger shall assume or the Corporation purchasing such assets assumes by written instrument executed (which may be the agreement of consolidation, merger or sale), in form and mailed or delivered substance reasonably satisfactory to the holder hereofholders of Series B Preferred Stock representing a majority of the Series B Preferred Stock then outstanding, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to receive. Except as expressly set forth in this Section 5.8, however, nothing contained in this Section 5.8 will be deemed to restrict the Company from entering into a consolidation or merger; provided, however, that the restrictions of the Purchase Agreement shall remain applicableacquire.