Common use of Merger, Reorganization, Etc Clause in Contracts

Merger, Reorganization, Etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 11(a) or 11(b) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then such adjustment shall be made pursuant to Sections 11(a), 11(b), and 11(d) hereof and this Section 11(c). The provisions of this Section 11(c) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Merger, Reorganization, Etc. In case of If at any reclassification or time while this Option is ---------------------------- outstanding there shall be (i) a reorganization of the outstanding shares of Common Stock (other than a change covered by Section 11(acombination, reclassification, exchange or subdivision of shares otherwise provided for herein) or 11(b(ii) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any a merger or consolidation of the Company with or into another corporation (other than in which the Company is not the surviving entity, or a consolidation or reverse triangular merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or surviving entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of but the shares of Common Stock the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the Company immediately theretofore purchasable and receivable merger into other property, whether in the form of securities, cash, or otherwise, then, as a part of such reorganization, merger or consolidation, provision shall be made so that the Optionee shall thereafter be entitled to receive upon the exercise of this Option the rights represented thereby, the kind and amount number of shares of stock or other securities or property (including cash) receivable upon of the successor corporation resulting from such reclassification, reorganization, merger or consolidation, or consolidation that a holder of the shares deliverable upon a dissolution following any such sale or transfer, that the Warrant holder exercise of this Option would have received been entitled to receive in such reorganization, consolidation or merger if this Option had been exercised immediately before such Warrant holder had exercised histransaction, her or its Warrant(s) immediately prior all subject to such event; and if any reclassification also results further adjustment as provided in a change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then such adjustment shall be made pursuant to Sections 11(a), 11(b), and 11(d) hereof and this Section 11(c)10. The foregoing provisions of this Section 11(c) 10 shall similarly apply to successive reclassifications, reorganizations, mergers consolidations and mergers. If the per-share consideration payable to the Optionee for shares in connection with any such transaction is in a form other than cash or consolidationsmarketable securities, sales or other transfersthen the value of such consideration shall be determined in good faith by the Company's Board of Directors.

Merger, Reorganization, Etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock Ordinary Shares (other than a change covered by Section 11(a) or 11(b) hereof or that solely affects the par value of such shares of Common StockOrdinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common StockOrdinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock Ordinary Shares covered by Section 11(a) or 11(b) hereof, then such adjustment shall be made pursuant to Sections 11(a), 11(b), and 11(d) hereof and this Section 11(c). The provisions of this Section 11(c) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Merger, Reorganization, Etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 11(a) or 11(b) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then such adjustment shall be made pursuant to Sections 11(a), ) and 11(b), and 11(d) hereof and this Section 11(c). The provisions of this Section 11(c) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.

Merger, Reorganization, Etc. In case of If there shall be effected any reclassification amalgamation or reorganization of the outstanding shares of Common Stock (other than a change covered by Section 11(a) or 11(b) hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or other entity or any sale of all or substantially all of the Company's assets to another entity in which holders of Outstanding Shares shall receive in exchange for their Outstanding Shares other securities or other property assets (each, a "Fundamental Transaction"), then, as a condition to the closing of such Fundamental Transaction, lawful and fair provision shall be made whereby the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holder of each Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable Warrant Shares issuable upon the exercise of the rights represented therebyWarrants, the kind and amount of shares of stock or other such securities or property (including cash) receivable assets as may be issued or payable with respect to or in exchange for that number of Warrant Shares issuable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) exercise of the Warrants immediately prior to such event; and if closing of such Fundamental Transaction. In any reclassification also results in a change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then such adjustment case appropriate provision shall be made pursuant with respect to Sections 11(a), 11(b), the rights and 11(d) hereof and this Section 11(c). The interests of the holders of the Warrants such that the provisions of this Section 11(cIV (including, without limitation, provisions for the adjustments of the Exercise Price and the number of Warrant Shares purchasable upon the exercise of the Warrants) shall similarly apply thereafter be applicable, as nearly as may be practicable, in relation to successive reclassificationsany securities or assets thereafter deliverable upon the exercise thereof. The Company shall not effect any such Fundamental Transaction unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such Fundamental Transaction or the entity purchasing such assets, reorganizationsshall assume by written instrument executed and delivered to IBA and VMR the obligation to deliver to the holders of the Warrants such securities or assets as, mergers or consolidationsin accordance with the foregoing provisions, sales or other transferssuch holders may be entitled to purchase.