Common use of MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS Clause in Contracts

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive upon the exercise of this Warrant in accordance with its terms, in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer or the Issuer's successor, as applicable, of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.deemed

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entitycorporation, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity corporation and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entitycorporation, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each Holder of Warrants that are by their terms then exercisable shall, at such Holder's election, have the Holder shall be entitled right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such Holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the Exercise Price of such Warrants, and shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity corporation (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersHolders of a majority in interest of the Warrants) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4Section. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entityPerson, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity Person and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entityPerson, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each Holder of Warrants, at such Holder's election, have the Holder shall be entitled right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such Holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities cash or other property that consideration it would have been entitled to receive if such Holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the exercise price of such Warrants, and shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity Person (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and Bechtel Warrant Agreement performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer by, and all of the obligations and liabilities hereunderof, the Issuer hereunder and under the Warrants, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. ARTICLE V. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder Xxxxxx had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entitycorporation, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity corporation and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entitycorporation, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this that is by its terms then exercisable shall, at such Holder's election, have the right to receive (whether or not such Holder exercises such Warrant, and upon delivery to the Issuer of this Warrant for cancellation, ) the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such the Holder had exercised this such Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the Exercise Price of such Warrant, and shall thereupon be deemed to have exercised such Warrant. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity corporation (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4Section. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entityPerson, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity Person and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entityPerson, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each Holder of Warrants which are by their terms then exercisable shall, at such Holder's election, have the Holder shall be entitled right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such Holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities cash or other property that consideration it would have been entitled to receive if such Holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the exercise price of such Warrants, and shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity Person (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer by, and all of the obligations and liabilities hereunderof, the Issuer hereunder and under the Warrants, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. Article V. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive upon the exercise of this Warrant in accordance with its terms, in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer or the Issuer's successor, as applicable, of this Warrant for cancellation, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full fun immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect upon exercise of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellationat any time thereafter, the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Requisite Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entityPerson, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity Person and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entityPerson, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each Holder of Warrants shall, at such Holder's election, have the Holder shall be entitled right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such Holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities cash or other property that consideration it would have been entitled to receive if such Holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the exercise price of such Warrants, and shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity Person (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer by, and all of the obligations and liabilities hereunderof, the Issuer hereunder and under the Warrants, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant securities comprising a Stock issuable upon exercise of this Warrant that Unit which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. Article V. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entitycorporation, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity corporation and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entitycorporation, or property of any nature is to be received by or distributed to 155 the holders of Common Stock of the Issuer, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this that is by its terms then exercisable shall, at such Holder's election, have the right to receive (whether or not such Holder exercises such Warrant, and upon delivery to the Issuer of this Warrant for cancellation, ) the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such the Holder had exercised this such Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the Exercise Price of such Warrant, and shall thereupon be deemed to have exercised such Warrant. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity corporation (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4Section. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, consolidate or effect a share exchange with another entity, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity and pursuant to the terms of such merger, consolidation, share exchange or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entity, or property of any nature is to be received by or distributed to the holders of Common Stock of the IssuerStock, then the Holder shall be entitled to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, the amount of cash, shares of Common Stockcommon stock, other securities or other property that it would have been entitled to receive if such Holder had exercised this Warrant in full immediately prior to the occurrence of such merger, consolidation, share exchange or disposition of assets. In the case of any such merger, consolidation, share exchange or disposition of assets, the successor or acquiring entity (and any Affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority Holders) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges and dispositions of assets.

MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS. If the Issuer shall merge, merge or consolidate or effect a share exchange with another entitycorporation, or shall sell, transfer or otherwise dispose of all or substantially all of its assets to another entity corporation and pursuant to the terms of such merger, consolidation, share exchange consolidation or disposition of assets, cash, shares of Common Stock common stock or other securities of the successor or acquiring entitycorporation, or property of any nature is to be received by or distributed to the holders of Common Stock of the Issuer, then each Holder of Warrants that are by their terms then exercisable shall, at such Holder's election, have the Holder shall be entitled right to receive in respect of the Warrant Stock issuable upon exercise of this Warrant, and upon delivery to the Issuer of this Warrant for cancellation, (whether or not such Holder exercises such Warrants) the amount of cash, shares of Common Stock, other securities or other property that it would have been entitled to receive if such the Holder had exercised this Warrant in full such Warrants immediately prior to the occurrence of such merger, consolidation, share exchange consolidation or disposition of assets, net of the Exercise Price of such Warrants, and shall thereupon be deemed to have exercised such Warrants. In the case of any such merger, consolidation, share exchange consolidation or disposition of assetsassets in which the foregoing election is not made, the successor or acquiring entity corporation (and any Affiliate affiliate thereof issuing securities) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant the Warrants to be performed and observed by the Issuer and all of the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined by resolution of the Board and reasonably acceptable to the Majority HoldersBoard) in order to provide for adjustments of the Warrant Stock issuable upon exercise of this Warrant that Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4Section. The foregoing provisions shall similarly apply to successive mergers, consolidations, share exchanges consolidations and dispositions of assets.