Common use of Mergers, Consolidations or Sale of Assets Clause in Contracts

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be the Company is a capital party to a reorganization (other than a combination or subdivision of Shares otherwise as provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or saletransaction, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant shall pertain and upon payment apply to the securities and/or other property to which the holder of the purchase price, the number of shares of stock or other securities or property Common Stock of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common Stock deliverable upon exercise of then covered by this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if had this Warrant had been exercised in whole immediately before that prior to the effective date of such reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares securities or other property deliverable after that event upon exercise of this Warrant; provided. Any such adjustment shall be made by and set forth in a supplemental agreement between the Company, howeveror any successor thereto, that and the aggregate purchase price Holder and shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such reorganization, merger, consolidation or sale unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be adjustedthe surviving corporation and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the Common Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder such shares of stock, securities, cash or other property as the Holder shall be entitled to purchase in accordance with the foregoing provisions.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Common Stock (other than a combination combination, reclassification, exchange or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation or in which the Common Stock of the Company is converted into any other security or property, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceprice then in effect, the number of shares of stock or other securities or property of the Company successor or the successor surviving corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common the Warrant Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares Common Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant Warrants and upon payment of the purchase priceWarrant Price, the number of shares Shares of stock Common Stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common Stock the Shares deliverable upon exercise of this Warrant the Warrants would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant the Warrants had been exercised immediately before that consummation of such reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant the Warrants with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant the Warrants (including adjustment of the purchase price Warrant Price then in effect and the number of the Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjustedWarrants.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganizationreorganiza­tion, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time while this ----------------------------------------- Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "CORPORATE TRANSACTION"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of securities issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time while this ----------------------------------------- Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation(collectively, or the sale of the Company's properties and assets asa "Corporate Transaction"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that such successor corporation or entity shall assume this Warrant such that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price Exercise Price then in effect and the number of the Sharesshares of Common Stock issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided. The provisions of this Section 2.2 shall similarly apply to successive reorganizations, however, that the aggregate purchase price shall not be adjustedconsolidations or mergers.

Mergers, Consolidations or Sale of Assets. If at any time while this ----------------------------------------- Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "Corporate Transaction"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of securities issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be the Company is a capital reorganization (other than party to a combination or subdivision of Shares otherwise provided for herein)reorganization, or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or saletransaction, lawful provision shall be made so that this Option shall pertain and apply to the Holder shall thereafter be entitled securities and/or other property to receive upon exercise which the Optionee of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of common stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common Stock deliverable upon exercise of then covered by this Warrant Option would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if had this Warrant had Option been exercised in whole immediately before that prior to the effective date of such reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Option with respect to the rights and interests of the Holder Optionee after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Shares) Option shall be applicable after that event, as near as reasonably may be, in relation to any shares securities or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price Option. The Company shall not effect any such reorganization, merger, consolidation or sale unless upon or prior to the consummation thereof the successor corporation, or if the Company shall be adjustedthe surviving corporation and is not the issuer of the shares of stock or other securities or property to be delivered to the Optionee, then such issuer, shall assume by written instrument the obligation to deliver to the Optionee such shares of stock, securities, cash or other property as the Optionee shall be entitled to purchase in accordance with the foregoing provisions.

Mergers, Consolidations or Sale of Assets. If at any time while this Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "CORPORATE TRANSACTION"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be 6 CONFIDENTIAL made so that such successor corporation or entity shall assume this Warrant such that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price Exercise Price then in effect and the number of the Sharesshares of Common Stock issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided. The provisions of this Section 2.3 shall similarly apply to successive reorganizations, however, that the aggregate purchase price shall not be adjustedconsolidations or mergers.

Mergers, Consolidations or Sale of Assets. If at any time while this Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "CORPORATE TRANSACTION"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that such successor corporation or entity shall assume this Warrant such that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price Exercise Price then in effect and the number of the Sharesshares of Common Stock issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided. The provisions of this Section 2.2 shall similarly apply to successive reorganizations, however, that the aggregate purchase price shall not be adjustedconsolidations or mergers.

Mergers, Consolidations or Sale of Assets. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder Investor shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined reasonably and in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Investor after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time after the date hereof there shall be a capital reorganization (other than a combination or subdivision of Warrant Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities securities, cash or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined reasonably and in the good faith by judgment of the Company's ’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time while this Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "CORPORATE TRANSACTION"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be 45 CONFIDENTIAL made so that such successor corporation or entity shall assume this Warrant such that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price Exercise Price then in effect and the number of the Sharesshares of Common Stock issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided. The provisions of this Section 2.3 shall similarly apply to successive reorganizations, however, that the aggregate purchase price shall not be adjustedconsolidations or mergers.

Mergers, Consolidations or Sale of Assets. If at any time while this Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "CORPORATE TRANSACTION"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of securities issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares otherwise Warrant Stock provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common Stock the common stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board board of Directorsdirectors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Shares Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Holder holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of Common the Series D Preferred Stock deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if this Warrant had been exercised immediately before that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder holder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including adjustment of the purchase price then in effect and the number of the Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant; provided, however, that the aggregate purchase price shall not be adjusted.

Mergers, Consolidations or Sale of Assets. If at any time while this ----------------------------------------- Warrant remains outstanding and unexpired, there shall be a capital reorganization of the shares of the Company's capital stock (other than a combination combination, reclassification, exchange or subdivision of Shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporationcorporation in which the Company is not the surviving corporation (collectively, or the sale of the Company's properties and assets asa "Corporate Transaction"), or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, then lawful provision shall be made so that such successor corporation or entity shall assume this Warrant such that the Holder Warrantholder shall thereafter be entitled to receive receive, upon exercise of this Warrant, during the period specified in this Warrant and upon payment of the purchase priceExercise Price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, Corporate Transaction to which a holder of Common Stock the securities deliverable upon exercise of this Warrant would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale Corporate Transaction if this Warrant had been exercised immediately before that reorganization, merger, consolidation or saleprior to such Corporate Transaction. In any such case, appropriate Appropriate adjustment (as determined in good faith by the Company's Board of DirectorsDirectors after taking into consideration all factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm's length) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder Warrantholder after the reorganization, merger, consolidation or sale Corporate Transaction to the end that the provisions of this Warrant (including adjustment of the purchase price Exercise Price then in effect and the number of the Sharesshares of Common Stock issuable under this Warrant) shall be applicable after that eventthe Corporate Transaction, as near as reasonably may be, in relation to any shares or other property deliverable after that event the Corporate Transaction upon exercise of this Warrant; provided. The provisions of this Section 2.2 shall similarly apply to successive reorganizations, however, that the aggregate purchase price shall not be adjustedconsolidations or mergers.