Common use of Reclassification, Consolidation, Merger or Sale of Assets Clause in Contracts

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Debenture then outstanding shall have the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which that does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture Security only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture Security could have been converted immediately prior to such transaction. The Company or the Person that is formed by such consolidation or resulting that results from such merger or which acquired that acquires such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments whichthat, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIV. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange) (each of the events in the preceding clauses (a) through (d) being referred to as a "Company Transaction"), in each case pursuant to case, as a result of which the shares of Common Stock is shall be converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction Company Transaction whereby the holder of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture such Security only into the kind and amount of securities, cash or and other property receivable upon the consummation of such transaction the Company Transaction by a holder of the that number of shares of Common Stock of the Company into which such Debenture could have been converted Security was convertible immediately prior to such transaction. Holders of the Securities shall have no voting rights with respect to any Company Transaction described in this Section 13.04. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock Series A (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common StockStock Series A), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, or any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock Series A of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock Series A is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture then outstanding shall have the right thereafter to convert each such Debenture only into the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock Series A of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVFive. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common StockStock and other than the reclassification of unissued Common Stock into other stock of the Company), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision provisions shall be made as part of the terms of such transaction whereby the holder of each Debenture Warrant then outstanding shall have the right thereafter to convert each Debenture exercise such Warrant only into for (i) in the case of any such transaction other than a Common Stock Fundamental Change (as defined in Section 5.06(b)) and subject to funds being legally available for such purpose under applicable law at the time of such exercise, the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into for which such Debenture Warrant could have been converted exercised immediately prior to such transaction, and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 5.05. The Company or the Person formed by such consolidation or resulting from such merger or which acquired acquires such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision execute an agreement in its certificate or articles of incorporation or other constituent document form and substance reasonably acceptable to establish the Holders evidencing such right. Such certificate or articles of incorporation or other constituent document agreement shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution documentagreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVVI. The above provisions shall similarly apply to each and every successive transactions transaction of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to case of any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par valueStock, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company Corporation with, or merger of the Company into Corporation into, any other Personperson, any merger of another Person person into the Company Corporation (other than a merger which that does not result in a any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Corporation or (d) any compulsory share exchange, in each case pursuant to which share exchange the Common Stock is converted into the right to receive other securities, cash or other propertyproperty (any of the foregoing being herein referred to as a “Transaction”), then lawful provision shall be made as part of the terms of such transaction Transaction whereby the holder of each Debenture share of Series A Preferred Stock then outstanding shall have the right thereafter to convert each Debenture such share only into the kind and amount of securities, cash or and other property receivable upon consummation of such transaction Transaction by a holder of the number of shares of Common Stock of the Company Corporation into which such Debenture share of Series A Preferred Stock could have been converted immediately prior to such transactionTransaction. The Company or As a condition to the Person consummation of any Transaction, the Corporation shall require that the person formed by such consolidation or resulting from such merger or which acquired that acquires such assets or which that acquires the shares of the CompanyCorporation’s shares, as the case may be, shall make provision provisions in its certificate or articles of incorporation or other constituent document documents to establish such right. Such certificate or articles of incorporation or other constituent document documents shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution documentconstituent documents, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVSection 6. The above provisions shall similarly apply to successive transactions of the foregoing typereclassifications, consolidations, mergers, sales, transfers or share exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, including without limitation transaction involving (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, with or merger of the Company into any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Outstanding Debenture then outstanding shall have the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The above provisions shall similarly apply to successive transactions of the foregoing typeXIII.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company Corporation shall be a party to any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company Corporation with, or merger of the Company Corporation into any other Person, any merger of another Person into the Company Corporation (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyCorporation), (c) any sale, transfer or lease of all or substantially all of the assets of the CompanyCorporation, or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Debenture then outstanding shall have the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company Corporation into which such Debenture could have been converted immediately prior to such transaction. The Company Corporation or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the CompanyCorporation, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the 90 83 Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, or any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation cancelation of outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture then outstanding Outstanding shall have the right thereafter to convert each such Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company Corporation shall be a party to any transactiontransaction pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property (including without limitation (a) any recapitalization capitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company Corporation with, or merger of the Company into Corporation into, any other Personperson, any merger of another Person person into the Company Corporation (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Corporation or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property), then lawful provision provisions shall be made as part of the terms of such transaction whereby the holder of each Debenture share of Convertible PIK Preferred Stock then outstanding shall have the right thereafter to convert each Debenture such share only into the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could share of Convertible PIK Preferred Stock might have been converted immediately prior to such transaction. The Company Corporation or the Person person formed by such consolidation or resulting from such merger or which acquired acquires such assets shares or which acquires the shares of the CompanyCorporation's shares, as the case may be, shall make provision provisions in its certificate or articles of incorporation or other constituent constituting document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, Adjustments for events subsequent to the effective date of such certificate a consolidation, merger, sale or articles transfer of incorporation or other constitution document, assets shall be as nearly equivalent as may be practicable to the adjustments provided for herein. In any such event, effective provisions shall be made in this Article IVthe certificate or articles of incorporation of the resulting or surviving corporation, in any contract of sale, conveyance, lease, transfer or otherwise so that the provisions set forth herein for the protection of the rights of the holder of Convertible PIK Preferred Stock shall thereafter continue to be applicable, and any such resulting or surviving corporation shall expressly assume the obligation to pay dividends and deliver, upon conversion, such shares of common stock, other securities, or cash as set forth herein. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation cancelation of outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease sale of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange) (each of the events in the preceding clauses (a) through (d) being referred to as a "Company Transaction"), in each case pursuant to case, as a result of which the shares of Common Stock is shall be converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction Company Transaction whereby the holder Holder of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture only such Security into the kind and amount of securities, cash or and other property receivable upon the consummation of such transaction the Company Transaction by a holder of the that number of shares of Common Stock of the Company into which such Debenture could have been converted Security was convertible immediately prior to such transactionCompany Transaction. Holders of the Securities shall have no voting rights with respect to any Company Transaction described in this Section 13.04. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent constitutive document to establish such right. Such certificate or articles of incorporation or other constituent constitutive document shall provide for adjustments which, for 97 92 events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to case of any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par valueStock, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case exchange pursuant to which share exchange the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture then outstanding this Warrant shall have the right thereafter thereafter, upon exercise of this Warrant, to convert each Debenture receive only into the kind and amount of securities, cash or and other property prop erty receivable upon consummation of such transaction reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which such Debenture could that the Holder of this Warrant would have been converted entitled to receive upon exercise immediately prior to such transactionreclassification, consolidation, merger, sale, transfer or share exchange assuming such Holder of this Warrant(i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company, to which such sale or transfer was made or a party to such share exchange, as the case may be ("constituent person"), or an affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange (provided that if the kind or amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other than a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). The Company or Company, the Person person formed by such consolidation or resulting from such merger or which acquired acquires such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision provisions in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation in Company or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVSection 9.2. The above provisions shall similarly apply to successive transactions of the foregoing typereclassifications, consolidations, mergers, sales, transfers or share exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to case of any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case exchange pursuant to which share exchange the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Debenture then outstanding Kahoes shall have the right thereafter thereafter, during the period this Note shall be convertible hereunder, to convert each Debenture this Note only into the kind and amount of securities, cash or and other property receivable upon consummation of such transaction reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which such Debenture could this Note might have been converted immediately prior to such transaction. The reclassification, consolidation, merger, sale, transfer or share exchange assuming such holder of Common Stock of the Company (i) is not a person with which the Company consolidated or into which the Person formed by such consolidation or resulting from such merger Company merged or which acquired such assets or which acquires the shares of merged into the Company, to which such sale or transfer was made or a party to such share exchange, as the case may bebe ("CONSTITUENT PERSON"), shall make provision in its certificate or articles an affiliate of incorporation or other a constituent document person and (ii) failed to establish such right. Such certificate or articles exercise his rights of incorporation or other constituent document shall provide for adjustments whichelection, for events subsequent if any, as to the effective date kind or amount of securities, cash and other property receivable upon such certificate reclassification, consolidation, merger, sale, transfer or articles share exchange (provided that if the kind or amount of incorporation securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, sale or transfer by other constitution documentthan a constituent person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then the kind and amount of securities, cash and other property receivable upon such reclassification, consolidation, merger, sale, transfer or share exchange by each non-electing share shall be as nearly equivalent as may deemed to be practicable to the adjustments provided for in this Article IVkind and amount so receivable per share by a plurality of the non-electing shares). The above provisions shall similarly apply to successive transactions of the foregoing typereclassifications, consolidations, mergers, sales, transfers or share exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation cancelation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture such Security only into (i) in the case of any such transaction other than a Common Stock Fundamental Change, the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture Security could have been converted immediately prior to such transaction, after giving effect, in the case of any Non-Stock Fundamental Change, to any adjustment in the conversion price required by the provision of Section 13.7(a)(i), and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 13.7(a)(ii). The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to case of any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par valueStock, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company Corporation with, or merger of the Company into Corporation into, any other Personperson, any merger of another Person person into the Company Corporation (other than a merger which that does not result in a any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Corporation or (d) any compulsory share exchange, in each case pursuant to which share exchange the Common Stock is converted into the right to receive other securities, cash or other propertyproperty (any of the foregoing being herein referred to as a “Transaction”), then lawful provision shall be made as part of the terms of such transaction Transaction whereby the holder of each Debenture share of Series B Preferred Stock then outstanding shall have the right thereafter to convert each Debenture such share only into the kind and amount of securities, cash or and other property receivable upon consummation of such transaction Transaction by a holder of the number of shares of Common Stock of the Company Corporation into which such Debenture share of Series B Preferred Stock could have been converted immediately prior to such transactionTransaction. The Company or As a condition to the Person consummation of any Transaction, the Corporation shall require that the person formed by such consolidation or resulting from such merger or which acquired that acquires such assets or which that acquires the shares of the CompanyCorporation’s shares, as the case may be, shall make provision provisions in its certificate or articles of incorporation or other constituent document documents to establish such right. Such certificate or articles of incorporation or other constituent document documents shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution documentconstituent documents, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVSection 6. The above provisions shall similarly apply to successive transactions of the foregoing typereclassifications, consolidations, mergers, sales, transfers or share exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company Corporation shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company Corporation with, or merger of the Company into Corporation into, any other Person, any merger of another Person into the Company Corporation (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyCorporation), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, Corporation or (d) any compulsory share exchange, in each case exchange pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Debenture Debt Security then outstanding shall have the right thereafter to convert each Debenture such Debt Security only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company Corporation into which such Debenture Debt Security could have been converted immediately prior to such transaction. The Company Corporation or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the CompanyCorporation's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation cancelation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture such Security only into (i) in the case of any such transaction other than a Common Stock Fundamental Change, the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture Security could have been converted immediately prior to such transaction, after giving effect, in the case of any Non-Stock Fundamental Change, to any adjustment in the conversion price required by the provision of Section 13.07(a)(i), and (ii) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 13.07(a)(ii). The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The above provisions shall similarly apply to successive transactions of the foregoing type.this

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other propertyproperty (each of (a) through (d) a “Business Transaction”), then lawful provision shall be made as part Preferred Securities would become, during the annual windows on and after January 1, 2019, convertible into shares of common stock of the terms acquiring entity. In the event of such transaction whereby a Business Transaction, the holder Conversion Ratio shall thereafter be the greater of each Debenture then outstanding shall have (i) the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction Floor multiplied by a holder fraction, the numerator of which is the Closing Sales Price of the number acquiring entity’s common stock on the closing date of shares the Business Transaction, the denominator of which is the Closing Sales Price of Common Stock on the last Trading Day preceding the closing of the Company into which such Debenture could have been converted immediately prior Business Transaction, and (ii) the per share value of the acquiring entity’s common stock at the time of conversion, determined using the same methodology as is used to such transactiondetermine the TMP Common Stock Per Share Value, but substituting the Closing Sales Prices of the acquiring entity. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article ARTICLE IV. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. (a) In the event that the Company shall be a party to any transactiontransaction or series of transactions constituting a Fundamental Change (as hereinafter defined), including including, without limitation limitation, (ai) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (bii) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (ciii) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (div) any compulsory share exchange, in each case exchange pursuant to any of which the holders of Common Stock is converted into the right shall be entitled to receive other securities, cash or other propertyproperty or assets, then lawful appropriate provision shall be made as part of the terms of such transaction whereby or series of transactions so that the holder holders of each Debenture Security then outstanding shall have the right thereafter to convert each Debenture such Security only into (A) if any such transaction does not constitute a Common Stock Fundamental Change (as hereinafter defined), the kind and amount of the securities, cash or other property or assets that would have been receivable upon consummation of such transaction recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Company into which such Debenture could Security might have been converted immediately prior to such transactionrecapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after, in the case of a Non-Stock Fundamental Change (as hereinafter 91 -83- defined), giving effect to any adjustment in the conversion price required by the provisions which follow in subparagraph (i) of Section 13.04(c), and (B) in the case of a Common Stock Fundamental Change (as hereinafter defined), common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions which follow in subparagraph (ii) of Section 13.04(c). The Company or the Person company formed by such consolidation or resulting from such merger or which acquired acquires such assets or which acquires the shares of the CompanyCommon Stock, as the case may be, shall make provision enter into a supplemental indenture with the Trustee, satisfactory in its certificate or articles form to the Trustee and executed and delivered to the Trustee, the provisions of incorporation or other constituent document to which shall establish such right. Such certificate or articles of incorporation or other constituent document shall right and provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution documentsupplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVThirteen. The above provisions shall similarly apply to successive transactions of the foregoing typerecapitalizations, reclassifications, consolidations, mergers, sales, transfers or share exchanges.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange) (each of the events in the preceding clauses (a) through (d) being referred to as a "Company Transaction"), in each case pursuant to case, as a result of which the shares of Common Stock is shall be converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder of each Debenture then outstanding shall have the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make execute with the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter to convert such Security only into (i) in the case of any such transaction other than a Common Stock Fundamental Change, the kind and amount of securities, cash and other property receivable upon consummation of such Company Transaction by a holder of the number of shares of Common Stock of the Company into which such Security could have been converted immediately prior to such Company Transaction, after giving effect to any adjustment in the Applicable Conversion Price required by the provision of Section 13.07(a)(i), and (ii) in its certificate or articles the case of incorporation or other constituent document a Company Transaction involving a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to establish such rightthe provisions of Section 13.07(a)(ii). Holders of the Securities shall have no voting rights with respect to any Company Transaction described in this Section 13.04. Such certificate or articles of incorporation or other constituent document supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution document, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVXIII. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, transaction (including without limitation limitations (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, or merger of the Company into into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (c) any sale, sale or transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case ) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as a part of the terms of such transaction whereby the holder of each Debenture then outstanding the Senior Convertible Preferred Stock shall have the right thereafter to convert each Debenture the Senior Convertible Preferred Stock only into into, the kind and amount of securities, cash or and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture Senior Convertible Preferred Stock could have been converted immediately prior to such transaction, after giving effect to any adjustment in the Conversion Price required by the provision hereof. The Company or the Person person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company's shares, as the case may be, shall make provision in its this certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IVSection VI. The above provisions shall similarly apply to successive transactions of the foregoing type.

Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction, including without limitation transaction involving (a) any recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (b) any consolidation of the Company with, with or merger of the Company into any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the CompanyStock), (c) any sale, transfer or lease of all or substantially all of the assets of the Company, Company or (d) any compulsory share exchange, in each case pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the holder Holder of each Outstanding Debenture then outstanding shall have the right thereafter to convert each Debenture only into the kind and amount of securities, cash or other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the shares of the Company, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constitution constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The above provisions shall similarly apply to successive transactions of the foregoing typeXII.