Common use of Reclassification, Consolidation, Merger, etc Clause in Contracts

Reclassification, Consolidation, Merger, etc. Subject to Article 12, in case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of all or substantially all of the assets of the Company, the Holders shall thereafter have the right to convert this Warrant into the kind and amount of shares of stock and other securities and property which the Holder would have owned or have been entitled to receive immediately after such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been converted immediately prior to the effective date of such reclassification, change, consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holder of this Warrant, to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of this Warrant. The provisions of this Article 8.4 shall similarly apply to successive such reclassifications, changes, consolidations, mergers, sales or conveyances. In the event of any conflict between Article 8.4 and Article 12, the latter shall control.

Reclassification, Consolidation, Merger, etc. Subject In case the Company after the date hereof (i) shall consolidate with or merge into any other person or entity and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other person or entity to Article 12consolidate with or merge into the Company and the Company shall be the continuing or surviving person or entity but, in case connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of any other person or entity or cash or any other property, or (iii) shall transfer all or substantially all of its properties or assets to any other person or entity, or (iv) shall effect a capital reorganization or reclassification or change of the outstanding shares of Common Stock (other than a change capital reorganization or reclassification resulting in par value to no par valuethe issuance of additional shares of Common Stock for which adjustment in the Exercise Price is otherwise provided in this Section 8), or from no par value to par valuethen, or as a result of a subdivision or combination), or and in the case of each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Agreement and the Warrants, the Holders, upon the exercise thereof at any consolidation time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock issuable upon such exercise immediately prior to such consummation), in lieu of the Company withCommon Stock or other securities issuable upon such exercise prior to such consummation, the highest amount of securities, cash or merger other property to which such Holders would actually have been entitled as stockholders upon such consummation if such Holders had exercised the rights represented by the Warrants immediately prior thereto, subject to adjustments (subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in this Section 8; provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of the Company into, another corporation (other more than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change 50% of the outstanding shares of Common Stock, except and if a change Holder so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, such Holder shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a result of a subdivision or combination stockholder if such Holder had exercised his Warrants prior to the expiration of such shares purchase, tender or a change exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in par value, as aforesaid), or this Section 8. Notwithstanding anything contained in the case Warrants to the contrary, the Company will not effect any of a sale the transactions described in clauses (i) through (iv) of this Section 8.4 unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or conveyance property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders, (a) the obligations of the Company under this Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Agreement and the Warrants) and (b) the obligation to another corporation deliver to such Holders such shares of all stock, securities, cash or substantially property as, in accordance with the foregoing provisions of this Section 8.4, such Holders may be entitled to receive, and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the assets provisions of this Section 8) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Company, the Holders shall thereafter have the right to convert this Warrant into the kind and amount of shares of stock and other securities and property which the Holder would have owned Warrants or have been entitled to receive immediately after such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been converted immediately prior to the effective date of such reclassification, change, consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holder of this Warrant, to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of this Warrant. The provisions of this Article 8.4 shall similarly apply to successive such reclassifications, changes, consolidations, mergers, sales or conveyances. In the event of any conflict between Article 8.4 and Article 12, the latter shall controlrights pursuant hereto.

Reclassification, Consolidation, Merger, etc. Subject to Article Section 12, in case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of all or substantially all of the assets of the Company, the Holders shall thereafter have the right to convert this Warrant into the kind and amount of shares of stock and other securities and property which the Holder would have owned or have been entitled to receive immediately after such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been converted immediately prior to the effective date of such reclassification, change, consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article Section 8 with respect to the rights and interests thereafter of the Holder of this Warrant, to the end that the provisions set forth in this Article Section 8 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of this Warrant. The provisions of this Article Section 8.4 shall similarly apply to successive such reclassifications, changes, consolidations, mergers, sales or conveyances. In the event of any conflict between Article Section 8.4 and Article 12Section 11, the latter shall control.

Reclassification, Consolidation, Merger, etc. Subject to Article 12, in In case of any reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or in the case of a sale or conveyance to another corporation of all or substantially all the property of the assets of the CompanyCompany as an entirety, the Holders Holder shall thereafter have the right right, upon exercise of the Warrant, to convert this Warrant into purchase the kind and amount number of shares of stock and other securities and property which the Holder would have owned or have been entitled to receive immediately after receivable upon such reclassification, change, consolidation, merger, sale or conveyance had this as if the Holder were the owner of the shares of Common Stock underlying the Warrant been converted immediately prior to any such events at a price equal to the product of (x) the number of Shares issuable upon exercise of the Warrant and (y) the Warrant Price in effect immediately prior to the effective record date of for such reclassification, change, consolidation, merger, sale or conveyance, and in conveyance as if such Holder had exercised the Warrant. Upon the consummation of any such case, if necessary, appropriate adjustment shall be made in the application sale of all or substantially all of the provisions set forth in assets of the Company to, or consolidation with or merger of the Company into, any person or entity, all rights under this Article 8 with respect to Warrant shall terminate other than the rights and interests thereafter right of the Holder to receive the consideration such Holder would have received if it had exercised the Warrant immediately prior to such sale, consolidation or merger, such right to receive consideration to be net of this Warrant, the applicable Warrant Price for such Warrant immediately prior to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of this Warrant. The provisions of this Article 8.4 shall similarly apply to successive such reclassifications, changes, consolidations, mergers, sales or conveyances. In the event of any conflict between Article 8.4 and Article 12, the latter shall controltermination.

Reclassification, Consolidation, Merger, etc. Subject In case the Company after the date hereof (i) shall consolidate with or merge into any other person or entity and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) shall permit any other person or entity to Article 12consolidate with or merge into the Company and the Company shall be the continuing or surviving person or entity but, in case connection with such consolidation or merger, the Common Stock shall be changed into or exchanged for stock or other securities of any other person or entity or cash or any other property, or (iii) shall transfer all or substantially all of its properties or assets to any other person or entity, or (iv) shall effect a capital reorganization or reclassification or change of the outstanding shares of Common Stock (other than a change capital reorganization or reclassification resulting in par value to no par valuethe issue of additional shares of Common Stock for which adjustment in the Exercise Price is provided in Section 8), or from no par value to par valuethen, or as a result of a subdivision or combination), or and in the case of any consolidation each such transaction, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Agreement and the Warrants, the Holders of the Company withWarrants, or merger upon the exercise thereof at any time after the consummation of such transaction, shall be entitled to receive (at the aggregate Exercise Price in effect at the time of such consummation for all Common Stock issuable upon such exercise immediately prior to such consummation), in lieu of the Company intoCommon Stock or other securities issuable upon such exercise prior to such consummation, another corporation the highest amount of securities, cash or other property to which such Holders would actually have been entitled as stockholders upon such consummation if such Holders had exercised the rights represented by the Warrants immediately prior thereto, subject to adjustments (other subsequent to such consummation) as nearly equivalent as possible to the adjustments provided for in Section 8; provided that if a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change 50% of the outstanding shares of Common Stock, except and if a change Holder of Warrants so designates in a notice given to the Company on or before the date immediately preceding the date of the consummation of such transaction, such Holder of such Warrants shall be entitled to receive the highest amount of securities, cash or other property to which such Holder would actually have been entitled as a result of a subdivision or combination stockholder if such Holder of such shares Warrants had exercised such Warrants prior to the expiration of such purchase, tender or a change exchange offer and accepted such offer, subject to adjustments (from and after the consummation of such purchase, tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in par value, as aforesaid), or Section 8. Notwithstanding anything contained in the case Warrants to the contrary, the Company will not effect any of a sale the transactions described in clauses (i) through (iv) of this Section unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or conveyance property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the Warrants, (a) the obligations of the Company under this Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company under this Agreement and the Warrants) and (b) the obligation to another corporation deliver to such Holders such shares of all stock, securities, cash or substantially property as, in accordance with the foregoing provisions of this Section, such Holders may be entitled to receive, and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the assets provisions of this Section 8) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Company, the Holders shall thereafter have the right to convert this Warrant into the kind and amount of shares of stock and other securities and property which the Holder would have owned Warrants or have been entitled to receive immediately after such reclassification, change, consolidation, merger, sale or conveyance had this Warrant been converted immediately prior to the effective date of such reclassification, change, consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Article 8 with respect to the rights and interests thereafter of the Holder of this Warrant, to the end that the provisions set forth in this Article 8 shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of this Warrant. The provisions of this Article 8.4 shall similarly apply to successive such reclassifications, changes, consolidations, mergers, sales or conveyances. In the event of any conflict between Article 8.4 and Article 12, the latter shall controlrights pursuant hereto.