Merger or Consolidation of the Corporation. In connection with any merger or consolidation of the Issuer into, or sale, transfer or lease of all or substantially all of the Issuer’s property to, any other Person, the Issuer will (a) cause the successor entity, transferee or lessee, as the case may be (if not the Issuer), to assume the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Issuer or (b) the agreement providing for such merger, consolidation or sale to expressly provide for adjustments to the Warrant in accordance with the terms and conditions hereof or for the payment to the Holders in accordance with the terms and conditions hereof in respect of any Warrants held by such Holders as if such Warrants were exercised.
Merger or Consolidation of the Corporation. The Corporation shall not merge or consolidate with any other Person, or enter into or effect any reorganization, unless the surviving corporation or other entity resulting from such merger, consolidation or reorganization shall make appropriate provision in connection with such merger, consolidation or reorganization such that, subject to paragraph 4(f) above, (i) the shares of Permanent Preferred Stock outstanding immediately prior to the effective time of such merger, consolidation or reorganization remain outstanding immediately following such merger, consolidation or reorganization or (ii) the shares of Permanent Preferred Stock outstanding immediately prior to the effective time of such merger, consolidation or reorganization shall be converted into an equivalent number of shares of convertible preferred stock of such surviving corporation or other entity having terms identical to the terms of the Permanent Preferred Stock, except that such shares of convertible preferred stock of such surviving corporation or other entity shall be convertible into securities or other property as provided in paragraph 5(i).
Merger or Consolidation of the Corporation. The Corporation will not merge or consolidate with or into, or sell, transfer or lease all or substantially all of its property to, any other corporation or partnership unless the successor or purchasing entity, as the case may be (if not the Corporation), shall expressly agree to provide to one representative of all Holders the securities, cash or property required by Section 4 hereof upon the exercise or exchange of Warrants and expressly assumes, by supplemental agreement reasonably satisfactory in form and substance to each Holder, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation; provided, however, that the initial obligation of such successor with respect to the exercise or exchange of Warrants shall be only as set forth in Section 4, and, provided further that the foregoing shall not apply to a Cash Specified Transaction or a Non-Cash Specified Transaction if the Requisite Holders have provided for expiration of the Warrants upon occurrence of such Non-Cash Specified Transaction.
Merger or Consolidation of the Corporation. Without limiting the rights of the holders of the Series A Preferred Stock otherwise set forth herein, the Corporation will not merge or consolidate into, or sell, transfer or lease all or substantially all of its property to, any other corporation unless the successor, transferee or lessee corporation, as the case may be (if not the Corporation), (a) expressly assumes the due and punctual performance and observance of each and every covenant and condition hereof to be performed and observed by the Corporation and (b) expressly agrees to exchange, at the holder’s option, shares of Series A Preferred Stock for shares of the surviving corporation’s Capital Stock on terms substantially similar to the terms hereunder.
Merger or Consolidation of the Corporation. The Corporation will not merge or consolidate with or into, or sell, transfer or lease all or substantially all of its property to, any other corporation or partnership unless the successor or purchasing entity, as the case may be (if not the Corporation), is organized under the laws of the United States of America or any OECD member country or any state or political subdivision thereof if such successor or purchasing entity will issue securities or other consideration directly to all the stockholders of the Corporation and shall expressly agree to provide to each Holder the securities, cash or property required by Section 4.4.4 hereof upon the exercise or exchange of Warrants and expressly assumes, by supplemental agreement reasonably satisfactory in form and substance to each Holder, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation; PROVIDED, HOWEVER, that the initial obligation of such successor with respect to the exercise or exchange of Warrants shall be only as set forth in Section 4.4.4.
Merger or Consolidation of the Corporation. Unless approved pursuant to Section 9(c)(i), the Corporation will not merge or consolidate into, or sell, transfer or lease all or substantially all of its property to, any other corporation unless the successor, transferee or lessee corporation, as the case may be (if not the Corporation), (a) expressly assumes the due and punctual performance and observance of each and every covenant and condition of this Certificate to be performed and observed by the Corporation and (b) expressly agrees to exchange, at the holder's option, shares of Series B Preferred Stock for shares of the surviving corporation's capital stock on terms substantially similar to the terms under this Certificate.
