Common use of Mergers and Other Reorganizations Clause in Contracts

Mergers and Other Reorganizations. If at any time or from time to time there shall be a reclassification of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Company with or into another entity or the sale of all or substantially all of the Company’s properties and assets to any other Person, then, as a part of and as a condition to the effectiveness of such reclassification, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holders shall thereafter be entitled to receive upon conversion of the Series B Convertible Preferred Stock the number of shares of Capital Stock or other securities or property, if any, of the Company or of the successor entity resulting from such reclassification, merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled in connection with such reclassification, merger, consolidation or sale. In any such case, appropriate provision shall be made with respect to the rights of the Holders after the reclassification, merger, consolidation or sale to the end that the provisions of this Section 6 (including, without limitation, provisions for adjustment of the Conversion Number and the number of shares purchasable upon conversion of the Series B Convertible Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stock, securities or property to be deliverable thereafter upon the conversion of the Series B Convertible Preferred Stock. Each Holder, upon the occurrence of a reclassification, merger or consolidation of the Company or the sale of all or substantially all its assets and properties, as such events are more fully set forth in the first paragraph of this Section 6(g), shall have the option of electing treatment of its shares of Series B Convertible Preferred Stock under either this Section 6(g) or Section 5 hereof, notice of which election shall be submitted in writing to the Company at its principal offices no later than ten (10) days before the effective date of such event, provided that any such notice of election shall be effective if given not later than fifteen (15) days after the date of the Company’s notice pursuant to Section 6(h) hereof with respect to such event, and, provided, further, that if any Holder fails to give the Company such notice of election, the provisions of this Section 6(g) shall govern the treatment of such Holder’s shares of Series B Convertible Preferred Stock upon the occurrence of such event.

Mergers and Other Reorganizations. If at any time or from time to time there shall be a reclassification capital reorganization of the Common Stock (other than a subdivision, combination, combination or reclassification or exchange of shares provided for elsewhere in this Section 6A.7) or a merger or consolidation of the Company Corporation with or into another entity Corporation or the sale of all or substantially all of the CompanyCorporation’s properties and assets to any other Personperson, then, then as a part of and as a condition to the effectiveness of such reclassificationreorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holders holders of the Preferred Stock or Series 1 Stock, shall thereafter be entitled to receive upon conversion of the each share of Preferred Stock or Series B Convertible Preferred 1 Stock the number of shares of Capital Stock stock or other securities or property, if any, property of the Company Corporation or of the successor entity corporation resulting from such reclassification, merger or consolidation or sale, to which a holder of the number of shares of Common Stock deliverable upon conversion of a share of Preferred Stock or Series 1 Stock immediately prior to such capital reorganization, merger, consolidation or sale would have been entitled in connection with on such reclassificationcapital reorganization, merger, consolidation consolidation, or sale. In any such case, appropriate provision provisions shall be made with respect to the rights of the Holders holders of the Preferred Stock or Series 1 Stock after the reclassificationreorganization, merger, consolidation or sale to the end that the provisions of this Section 6 A.7 (including, without limitation, provisions for adjustment of the applicable Conversion Number Price and the number of shares purchasable upon conversion of the Preferred Stock and Series B Convertible Preferred 1 Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stockstock, securities or property assets to be deliverable thereafter upon the conversion of the Preferred Stock and Series B Convertible Preferred 1 Stock. Each Holder, holder of Preferred Stock or Series 1 Stock upon the occurrence of a reclassificationcapital reorganization, merger or consolidation of the Company Corporation or the sale of all or substantially all of its assets and properties, as properties and such events are more fully set forth in on the first paragraph of this Section 6(gA.7(h), shall have the option of electing treatment of its shares of Preferred Stock or Series B Convertible Preferred 1 Stock under either this Section 6(gA.7(h) or Section 5 hereof, A.4 hereof which notice of which election shall be submitted in writing to the Company at its principal offices no later than ten five (105) business days before the effective date of such event, provided that any such notice of election shall be effective if given not later than fifteen (15) days after the date of the Company’s notice pursuant to Section 6(h) hereof with respect to such event, and, provided, further, that if any Holder fails to give the Company such notice of election, the provisions of this Section 6(g) shall govern the treatment of such Holder’s shares of Series B Convertible Preferred Stock upon the occurrence of such event.

Mergers and Other Reorganizations. If at any time or from time to time there shall be a reclassification capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 64) or a merger or consolidation of the Company Corporation with or into another entity Corporation or the sale of all or substantially all of the Company’s Corporation's properties and assets to any other Personperson, then, as a part of and as a condition to the effectiveness of such reclassificationreorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holders holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series B Convertible A Preferred Stock the number of shares of Capital Stock stock or other securities or property, if any, property of the Company Corporation or of the successor entity corporation resulting from such reclassification, merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled in connection with on such reclassificationcapital reorganization, merger, consolidation consolidation, or sale. In any such case, appropriate provision provisions shall be made with respect to the rights of the Holders holders of the Series A Preferred Stock after the reclassificationreorganization, merger, consolidation or sale to the end that the provisions of this Section 6 4 (including, without limitation, provisions for adjustment of the Conversion Number Price and the number of shares purchasable upon conversion of the Series B Convertible A Preferred Stock) shall thereafter be applicable, as nearly as may be, with respect to any shares of Capital Stockstock, securities or property assets to be deliverable thereafter upon the conversion of the Series B Convertible A Preferred Stock. Each Holder, holder of Series A Preferred Stock upon the occurrence of a reclassificationcapital reorganization, merger or consolidation of the Company Corporation or the sale of all or substantially all its assets and properties, properties as such events are more fully set forth in the first paragraph of this Section 6(g4(i), shall have the option of electing treatment of its his or her shares of of' Series B Convertible A Preferred Stock under either this Section 6(g4(i) or Section 5 2(b) hereof, notice of which election shall be submitted in writing to the Company Corporation at its principal offices no later than ten (10) days before the effective date of such event, provided that any such notice of election shall be effective if given not later than fifteen (15) days after the date of the Company’s notice Corporation's notice, pursuant to Section 6(h) hereof 8, with respect to such event, and, provided, further, that if any Holder fails to give the Company such notice of election, the provisions of this Section 6(g) shall govern the treatment of such Holder’s shares of Series B Convertible Preferred Stock upon the occurrence of such event.