Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”")), then for the purposes of this Section 9 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, -77- 78 statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at his address appearing on the Note register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 17.05(c) applies), (ii) any consolidation, merger or combination binding share exchange of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 17.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 17. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 17.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 17.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.5(a) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (a “non-electing share”), then for the purposes of this Section 9 12.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 12. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the execution of such supplemental indenture to be mailed to each Holder as of Notes, at its address appearing on the Board Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Directors such supplemental indenture. The above provisions of this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification xxxxx ssification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purposes of this Section 9 15.6, the kind and amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Securities, at his address appearing on the Security register provided for in Section 2.5 of Common Stock includes shares this Indenture, within ten (10) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 4.05(c) hereof applies), (ii) any consolidation, merger or combination of the Company Issuer with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety Issuer to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company Issuer or the successor or purchasing Personperson, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 4.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 4. If, in The Issuer shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than Notes, at its address appearing on the successor or purchasing corporation, as the case may be, Note register provided for in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Section 2.08 of the Holder as Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the Board legality or validity of Directors such supplemental indenture. The above provisions of this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 4.06 applies to any event or occurrence, Section 4.05 hereof shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company Guarantor as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock shall occur, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder (but after giving effect to any adjustment required by subsection (d) of Common Stock did not exercise such holder's rights of election, Section 15.05 if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination sale or saleconveyance constitutes a Fundamental Change). Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of Common Stock includes shares this Indenture. The above provisions of stock or other securities this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.5(a) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the conveyance. For purposes of this Section 9 12.6, the kind and amount of securitiesconsideration that a Holder would have been entitled to receive as a Holder of the Common Stock in the case of reclassifications, cash changes, consolidations, mergers, combinations, sales or conveyances of assets or other property receivable transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall any form of stockholder election) will be deemed to be the weighted average of the kind and amount so receivable per share of consideration received by a plurality the Holders of the non-electing shares), (y) in the case of any Common Stock that affirmatively make such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or salean election. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 12. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the Holder as execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Board Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Directors such supplemental indenture. The above provisions of this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, 72 80 combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Fifteen. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities Convertible Notes or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities Convertible Notes or other property or assets (including cash) with respect to or in exchange for such Common Stock, then then, unless an adjustment with respect thereto shall be made pursuant to Section 8.06, the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Company a written agreement supplemental Agreement providing that (x) this Warrant the Convertible Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other Convertible Notes or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) Convertible Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securitiesConvertible Notes, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or saleconveyance. Such written agreement supplemental Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 8. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities Convertible Notes and assets receivable thereupon by a holder of shares of Common Stock includes include shares of stock or other securities Convertible Notes and assets of a corporation Person other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement supplemental Agreement shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holder Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 11.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidationconsolida tion, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"nonelecting-electing share”")), then for the purposes of this Section 9 11.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Securities, at his address appearing on the Security register provided for in Section 2.6 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 11.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be 120 130 entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Fifteen. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares 121 131 Notes, at its address appearing on the Note register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 8 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the public resale by issuance to the Holder of the shares of such shares of stock and Other Securities other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger merger, share exchange or combination of the Company with another corporation Person or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Securities shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant the Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“nonNon-electing shareShare”), then then, for the purposes of this Section 9 10.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance for each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesShares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 10. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation person other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, then such written agreement supplemental indenture shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holder Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Securities within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 10.06 applies to any event or occurrence, Section 10.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5 (c) applies), (ii) any consolidation, merger or combination of the Company Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company Guarantor as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of or election shall not have been exercised (“non-electing "nonelecting share”")), then for the purposes of this Section 9 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per or share by a plurality of if the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingArticle.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-"non- electing share”"), then for the purposes of this Section 9 6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger -------- or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other ----- securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in -- The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) ---- days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.05 ----- ----- shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or --------------- combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purposes of this Section 9 ------- 15.6, the kind and amount of securities, cash shares of stock and other securities or other property or ---- assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Securities, at his address appearing on the Security register provided for in Section 2.5 of Common Stock includes shares this Indenture, within ten ----------- (10) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing------------ ------------ not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 7.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or and the successor or purchasing Personcorporation, as the case may be, shall execute with take appropriate steps to ensure that the Holder legal documentation evidencing any such transaction provides, in form and substance reasonably satisfactory to the holders of not less than a written agreement providing majority in aggregate principal amount of the Notes at the time Outstanding, that (x) this Warrant the Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (conveyance, provided that, if the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 7.6 the kind and amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement legal documentation shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe Company shall cause notice of the execution of such legal documentation to be mailed to each Holder, at his last address reflected in the case Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such legal documentation. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.6 applies to any such reclassificationevent or occurrence, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 7.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (ioccur:(i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger merger, share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, other than a consolidation, merger, share exchange or combination in which the Company is the continuing corporation and which does not result in reclassification (other than a change in name, or par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination), conversion, exchange or cancellation of the Common Stock, or (iii) any sale or conveyance or other disposition of the properties and assets of the Company as, as an entirety or substantially as, as an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance other disposition by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant the Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance other disposition assuming such holder of Common Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory share exchange, sale sale, conveyance or conveyance other disposition (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory share exchange, sale sale, conveyance or conveyance other disposition is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“"non-electing share”"), then then, for the purposes of this Section 9 11.06, the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory share exchange, sale sale, conveyance or conveyance other disposition for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 11. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyanceother disposition, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyanceother disposition, then such written agreement supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder at his or her address appearing on the Register for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales, conveyances and other dispositions. If this Section 11.06 applies to any event or occurrence, Section 11.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iiiiv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder's his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been 115 exercised (“"non-electing share”"), then for the purposes of this Section 9 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder Holder of shares of Common Stock includes include shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such written agreement supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holder holders of the Notes as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at his address appearing on the Note Register provided for in Section 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger statutory exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities and or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock stock, other securities, other property or other securities and assets of a corporation Person other than the Company or any such successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such 106 115 Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Fifteen. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 14.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”"), then for the purposes of this Section 9 14.6 the kind and amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the execution of such supplemental indenture to be mailed to each Holder as of Notes, at his address appearing on the Board Note register provided for in Section 2.5 of Directors this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall reasonably consider necessary by reason not affect the legality or validity of the foregoingsuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 14.6 applies to any event or occurrence, Section 14.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.4(3) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable that the holder of such Note would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did is (i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Share")), then for the purposes of this Section 9 15.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe above provisions of this Section 12.11 shall similarly apply to successive reclassifications, in the case of any such reclassificationchanges, changeconsolidations, consolidationmergers, mergercombinations, combination, sale sales or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as the Board of Directors shall reasonably consider necessary by reason of the foregoingprovided in Section 1.6 promptly upon such execution.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 7.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or and the successor or purchasing Personcorporation, as the case may be, shall execute with take appropriate steps to ensure that the Holder legal documentation evidencing any such transaction provides, in form and substance reasonably satisfactory to the holders of not less than a written agreement providing majority in aggregate principal amount of the Notes at the time outstanding, that (x) this Warrant the Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder Holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (conveyance, provided that, if the kind or amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 7.6 the kind and amount of securities, cash shares of stock and other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement legal documentation shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe Company shall cause notice of the execution of such legal documentation to be mailed to each Holder of Notes, at his last address reflected in the case Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such legal documentation. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.6 applies to any such reclassificationevent or occurrence, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 7.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger merger, share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stockperson, or (iii) any sale or conveyance of the properties and assets of the Company as, as an entirety or substantially asas an entirety, an entirety to any other Person in each case as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Convertible Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant the Convertible Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Convertible Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall conveyance. In the event holders of Common Stock have the opportunity to elect the form of consideration to be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to received in such reclassification, change, consolidation, merger, combination share exchange, combination, sale or saleconveyance, the Company will make adequate provision whereby holders of the Convertible Notes shall have the opportunity, on a timely basis, to determine the form of consideration into which all of the Convertible Notes, treated as a single class, shall be convertible. Such written agreement determination shall be based on the blended, weighted average of elections made by holders of the Convertible Notes who participate in such determination and shall be subject to any limitations to which all of the holders of Common Stock are subject to, such as pro rata reductions applicable to any portion of the consideration payable. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.this

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.5(a) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (a “non-electing share”), then for the purposes of this Section 9 12.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.77

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 5.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of each supplemental indenture) providing that (x) this Warrant the Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 5.06 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the execution of such supplemental indenture to be mailed to each Holder as of Notes, at its address appearing on the Board Note register provided for in Section 2.03 of Directors this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall reasonably consider necessary by reason not affect the legality or validity of the foregoingsuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 5.06 applies to any event or occurrence, Section 5.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange, as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iiiiv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Holder issue a written agreement replacement Warrant providing that (x) this such Warrant shall thereafter entitle the Holder to purchase be exercisable for the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise of this Warrant such Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to for issuance upon exercise this Warrantof all such Warrants) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 10, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 9 of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shall include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, consolidationconsolidate, merger, combination, Statutory Exchange, sale or conveyance, then such written agreement replacement Warrant shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holder holder of the Warrants as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall mail or cause to be mailed such replacement Warrant to each holder of Warrants, at such holder's address appearing in the Warrant Register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such replacement Warrant. The above provisions of this Section 10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10 applies to any event or occurrence, Section 9 of this Warrant shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange, as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iiiiv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Holder issue a written agreement replacement Warrant providing that (x) this such Warrant shall thereafter entitle the Holder to purchase be exercisable for the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise of this Warrant such Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to for issuance upon exercise this Warrantof all such Warrants) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 10, the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 9 of this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shall include shares of stock or other securities and assets of a corporation other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such written agreement replacement Warrant shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holder holder of the Warrants as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall mail or cause to be mailed such replacement Warrant to each holder of Warrants, at such holder's address appearing in the Warrant Register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such replacement Warrant. The above provisions of this Section 10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10 applies to any event or occurrence, Section 9 of this Warrant shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Underlying Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company Issuer with another corporation as a result of which holders of Common Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, or (iii) any sale or conveyance of the properties and assets of the Company Issuer as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, then the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Securities of such series shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, combination or sale or conveyance by the a holder of a number of shares of Common Underlying Stock issuable upon exercise conversion of this Warrant the Securities of such series (assuming, for such purposes, a sufficient number of authorized shares of Common Underlying Stock available to exercise this Warrantconvert all such Securities of such series) immediately prior to such reclassification, change, consolidation, merger, combination, combination or sale or conveyance assuming such holder of Common Underlying Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangeexchange or sale (provided, sale or conveyance (provided that, that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, exchange or sale or conveyance is not the same for each share of Common Underlying Stock in respect of which such rights of election shall have not have been exercised (“"non-electing share”"), then then, for the purposes of this Section 9 16.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, exchange or sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Seventeen. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.,

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture Register provided for in Section 2.04 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or to or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger merger, or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any 93845.01 - 24 - other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (each of the foregoing being referred to as a "Transaction"), each share of Series C Preferred Stock then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant outstanding shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such share of Series C Preferred Stock (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Series C Preferred Stock) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such each holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 8.6 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, (yi) the Surviving Person thereof shall assume, by written instrument mailed to each holder of shares of Series C Preferred Stock if such shares are held by 50 or fewer holders or groups of affiliated holders or to each Transfer Agent for the shares of Series C Preferred Stock if such shares are held by a greater number of holders, the obligation to deliver to such holder such stock, securities or other property or assets (including cash) with respect to or in the case of any such successor or purchasing Personexchange for Common Stock to which, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable in accordance with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement foregoing provisions, such holder is entitled and (zii) if registration or qualification proper provision is required under made to ensure that the 1933 Act or applicable state law for the public resale by the Holder holders of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall Series C Preferred Stock will be completed prior entitled to such reclassification, change, consolidation, merger, combination or salereceive the benefits afforded by Section 8.6. Such written agreement shall instrument should provide for adjustments which shall be as nearly as equivalent as may be practicable to the adjustments provided for in this WarrantSection 8.6. IfThe above provisions of this Section shall similarly apply to successive reclassifications, in the case of changes, consolidations, mergers, combinations, sales and conveyances. If this Section 8.6 applies to any such reclassificationevent or occurrence, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 8.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a “Statutory Exchange”), or (iiiiv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by the holder a Holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder Holder of Common Stock did not exercise such holder's his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangecombination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder Holder of shares of Common Stock includes include shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such written agreement supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holder holders of the Notes as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at his address appearing on the Note Register provided for in Section 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, as an entirety or substantially as, as an entirety to any other Person person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Convertible Subordinated Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant the Convertible Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“"non-electing share”"), then then, for the purposes of this Section 9 12.6, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 12. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation person other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement supplemental indenture shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holder holders of the Convertible Subordinated Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Subordinated Notes at his or her address appearing on the Register of holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided PROVIDED that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the Holder as execution of such supplemental indenture to be mailed to each Securityholder, at its address appearing on the Board Security Register provided for in Section 2.05 of Directors this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall reasonably consider necessary by reason not affect the legality or validity of the foregoingsuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) hereof applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing shareNonelecting Share”), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share Nonelecting Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesNonelecting Shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.05 hereof, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Common Stock includes shares such supplemental indenture. The above provisions of stock this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.05 hereof shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"nonelecting-electing share”")), then for the purposes of this Section 9 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at his address appearing on the Note register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingsupplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"NON-electing share”ELECTING SHARE"), then for the purposes of this Section 9 16.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 16. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 16.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 16.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 16. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 16.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Underlying Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company Issuer with another corporation as a result of which holders of Common Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, or (iii) any sale or conveyance transfer of the properties and assets of the Company Issuer as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, then the Company Issuer or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Securities of such series shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, combination or sale or conveyance by the a holder of a number of shares of Common Underlying Stock issuable upon exercise conversion of this Warrant the Securities of such series (assuming, for such purposes, a sufficient number of authorized shares of Common Underlying Stock available to exercise this Warrantconvert all such Securities of such series) immediately prior to such reclassification, change, consolidation, merger, combination, combination or sale or conveyance assuming such holder of Common Underlying Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchangeexchange or sale (provided, sale or conveyance (provided that, that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, exchange or sale or conveyance is not the same for each share of Common Underlying Stock in respect of which such rights of election shall have not have been exercised (“"non-electing share”"), then then, for the purposes of this Section 9 17.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, exchange or sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Seventeen. If, in the case of any such reclassification, change, consolidation, merger, combination, sale combination or conveyancesale, the stock or other securities and assets receivable thereupon by a holder of shares of Common Underlying Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale combination or conveyancesale, then such written agreement supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder holders of the Securities of such series as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Securities of such series at his or her address appearing on the register of Holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 17.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations and sales. If this Section 17.7 applies to any event or occurrence, Section 17.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 14.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (iii) the Company is a party to a binding share exchange, or (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory combination, binding share exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory combination, binding share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”"NONELECTING SHARE"), then for the purposes of this Section 9 14.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory combination, binding share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 14. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. Interest will not accrue on any cash into which the Notes are convertible. 64 If this Section 14.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 14.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a the number of shares of Common Stock issuable upon exercise conversion of this Warrant Note in full (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise convert this WarrantNote) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 5.4 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant Note and the Subscription Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities other securities so issuable upon exercise conversion of this WarrantNote, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent practicable, the provisions providing for the repurchase rights set forth in Article IV herein.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such 92 Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"NON-electing share”ELECTING SHARE"), then for the purposes of this Section 9 16.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 16. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture Register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 16.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 16.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 10.04(c) applies), (ii) any consolidation, merger merger, statutory share exchange or combination of the Company with another corporation Person, or (iii) any sale or conveyance of all or substantially all the properties and assets of the Company to any other Person, in each case, as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Security shall thereafter entitle be convertible, subject to the Holder to purchase provisions of Section 10.03, into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”"NONELECTING SHARE"), then for the purposes of this Section 9 10.05 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance for each non-electing nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing nonelecting shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 10. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Securities, at its address appearing on the Security register provided for in Section 2.03 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, statutory share exchanges, combinations, sales and conveyances. If this Section 10.05 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 10.04 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.6(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”")), then for the purposes of this Section 9 15.7 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Notes, at its address appearing on the Note register provided for in Section 2.5, within twenty (20) days 49 50 after execution thereof. Failure to deliver such notice shall not affect the case legality or validity of such supplemental indenture. The Company shall publish notice of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder events set forth in Section 15.7(i) to (iii) above in Luxembourg as soon as practicable after the Board occurrence of Directors such event. The above provisions of this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 8 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription this Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the public resale by issuance to the Holder of the shares of such shares of stock and Other Securities other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.may

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Securities Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Note (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 7.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing nonelecting share”)), then for the purposes of this Section 9 7.06 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in A Holder may convert Debentures at any time from and after the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, date which is 15 days prior to the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets anticipated effective date of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests transaction of the Holder as type described in clause (i), (ii) or (iii) above until 15 days after the Board effective date of Directors such transaction. The Company shall reasonably consider necessary by reason cause notice of the foregoingexecution of such supplemental indenture to be mailed to each Holder of Debentures, at its address appearing on the Debenture register provided for in Section 2.07 of the Base Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.06 applies to any event or occurrence, Section 7.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant each Debenture shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Debenture (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's ’s rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, ,. merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 15.06 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 15. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Debentures, at its address appearing on the Debenture register provided for in Section 2.05 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.05 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger merger, share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, as an entirety or substantially as, as an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that (x) this Warrant the Convertible Subordinated Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant the Convertible Subordinated Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall have not have been exercised (“non-"non- electing share”"), then then, for the purposes of this Section 9 12.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle 12. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, then such written agreement supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder holders of the Convertible Subordinated Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Subordinated Notes at his or her address appearing on the Register of holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 12.06 applies to any event or occurrence, Section 12.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Fifteen. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the execution of such supplemental indenture to be mailed to each Holder as of Notes, at its address appearing on the Board Note Register provided for in Section 2.5 of Directors this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall reasonably consider necessary by reason not affect the legality or validity of the foregoingsuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company Guarantor as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of or election shall not have been exercised (“non-electing "nonelecting share”")), then for the purposes of this Section 9 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per or share by a plurality of if the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingArticle.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (ia) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.04(c) applies), (iib) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiic) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did is (i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"Non-electing share”Electing Share")), then for the purposes of this Section 9 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-non- electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe above provisions of this Section 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.06 promptly upon such execution. Neither the case Trustee, any Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance or to any such adjustment, but may accept as conclusive evidence of the stock or other securities and assets receivable thereupon by a holder correctness of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporationany such provisions, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to protect be furnished to the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingTrustee.

Effect of Reclassification, Consolidation, Merger or Sale. (ai) If any of the following events occur, namely (iA) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (iiB) any consolidation, merger statutory exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiiC) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder a written agreement providing that (x) this Warrant shall thereafter entitle the Holder to purchase the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's ’s rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 9 6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's ’s obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination or sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities and or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock stock, other securities, other property or other securities and assets of a corporation Person other than the Company or any such successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination)the Company, (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock of the Company shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock of the Company, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock of the Company shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common StockStock of the Company, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Indenture Trustee a written agreement supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant the Notes shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash), receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock of the Company had the Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock of the Company are available to convert all the Notes) been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock of the Company did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance; provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 6.03(d) the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Six. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement The Company shall also be executed by such other corporation and shall contain such additional provisions to protect the interests cause notice of the execution of such supplemental indenture to be mailed to each Holder as of Notes, at its address appearing on the Board Note register provided for in Section 2.03 of Directors this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall reasonably consider necessary by reason not affect the legality or validity of the foregoingsuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purposes of this Section 9 15.6 the kind and amount of securitiesstock, cash other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle Fifteen. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at its address appearing on the Note Register provided for in Section 2.5 of Common Stock includes shares this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) 81 92 applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Note shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing "nonelecting share”")), then for the purposes of this Section 9 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. If, in The Company shall cause notice of the case execution of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a supplemental indenture to be mailed to each holder of shares Notes, at his address appearing on the Register provided for in Section 2.5 of Common Stock includes shares this Indenture within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of stock such supplemental indenture. The above provisions of this Section 15.6 shall similarly apply to successive reclassifications, consolidations, mergers, combinations, and sales. If this Section 15.6 applies to any event or other securities and assets of a corporation other than the successor or purchasing corporationoccurrence, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement Section 15.5 shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (ia) any reclassification or change of the outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.04(c) applies), (iib) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiic) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or 97 105 assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Holder Trustee a written agreement supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that (x) this Warrant such Security shall thereafter entitle the Holder to purchase be convertible into the kind and amount of shares of stock and Other Securities other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by the a holder of a number of shares of Common Stock issuable upon exercise conversion of this Warrant such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrantconvert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did is (i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a "CONSTITUENT PERSON"), or an Affiliate of a Constituent Person, and (ii) failed to exercise such holder's his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non"NON-electing share”ELECTING SHARE")), then for the purposes of this Section 9 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchangecombination, sale or conveyance for each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such written agreement supplemental indenture shall provide for adjustments which which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this WarrantArticle. IfThe above provisions of this Section 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.06 promptly upon such execution. Neither the case Trustee, any Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance or to any such adjustment, but may accept as conclusive evidence of the stock or other securities and assets receivable thereupon by a holder correctness of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporationany such 98 106 provisions, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall also be executed by such other corporation and shall contain such additional provisions be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to protect be furnished to the interests of the Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoingTrustee.