Common use of Reclassification, Consolidation or Merger Clause in Contracts

Reclassification, Consolidation or Merger. In case of any reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the Shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant. The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyances.

Reclassification, Consolidation or Merger. In case of If any capital reorganization or reclassification of the Common Stock (other than a change in par valuecapital stock of the Company, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (or any other than a consolidation entity or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of its assets to another entity is effected, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets must assume this Warrant by written instrument executed and mailed or delivered to Purchaser, and lawful and adequate provision (in form reasonably satisfactory to Purchaser) must be made whereby the holder hereof thereafter has the right to purchase and receive in lieu of the Companyshares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the Companynumber of shares of such Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such successor or purchasing corporation as case, appropriate provision must be made with respect to the case may be, shall execute a new Warrant, providing that rights and interests of the holder of this Warrant shall have to assure that the right to exercise such new Warrant, and procure upon such exercise and payment provisions hereof (including without limitation provisions for adjustment of the same aggregate Exercise Price, in lieu Price and of the Shares number of Common Stock theretofore issuable shares purchasable and receivable upon the exercise of this Warrant) are thereafter applicable, the kind and amount of as nearly as may be, in relation to any shares of stock, other securities, money and property receivable securities or assets thereafter deliverable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant. The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyancesexercise hereof.

Reclassification, Consolidation or Merger. In case of any reclassification or change of the Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or consolidation, merger of the Company with or into another corporation entity (other than a consolidation or merger with another corporation entity in which the Company is a continuing corporation the surviving entity and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which that does not result in any reclassification or change of outstanding securities of the Shares type issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, Company or such successor or purchasing corporation entity, as the case may be, shall in connection with such transaction execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, and upon terms and conditions substantially the same as those set forth in this Warrant in lieu of the Shares shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, merger, exchange or sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” Section 3. Notwithstanding the foregoing, in the event of a merger or sale of all or substantially all the assets of the Company in which the consideration received by holders of Common Stock consists solely of cash, then the holder of this Article ”4” Warrant shall be entitled to receive such amount of cash received by holders of Common Stock on the date such amount is received by holders of Common Stock on an equal basis with holders of Common Stock as if this WarrantWarrant had been exercised immediately prior to such event, less the Exercise Price. Upon payment of such amount, this Warrant will terminate. The provisions of this Paragraph “a” of this Article ”4” of this Warrant subsection 3.1 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, leases or conveyancesmergers and transfers.

Reclassification, Consolidation or Merger. In case of If any capital reorganization or reclassification of the Common Stock (other than a change in par valueStock, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with another corporation, a partnership or into any other entity, or the sale or lease of all or substantially all of its assets to another corporation entity is effected in a manner such that holders of Common Stock shall be entitled to receive stock, securities or other assets or property, in each case, at any time after the Effective Date, then, as a condition of such reorganization, reclassification, consolidation, merger, sale or lease, the successor entity (if other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding ) resulting from such consolidation or merger own at least 50% of or the voting securities of entity purchasing or leasing such assets must assume this Warrant by written instrument executed and mailed or delivered to the Company following such consolidation or merger Purchaser, and which does not result lawful and adequate provision (in any reclassification form reasonably satisfactory to the Purchaser) must be made whereby the holder hereof thereafter has the right to purchase and receive (in lieu of the Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby), such shares of stock, securities or other assets or property as the Purchaser would have been entitled to receive upon the occurrence of such transaction if the Purchaser had been, immediately prior to the transaction, the holder of the Shares then issuable upon exercise of this Warrant). In any such case, or in case appropriate provision must be made with respect to the rights and interests of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have to assure that the right to exercise such new Warrantprovisions hereof (including, and procure upon such exercise and payment without limitation, provisions for adjustment of the same aggregate Exercise Price, in lieu number of Shares purchasable and receivable upon the Shares of Common Stock theretofore issuable upon exercise of this Warrant) are thereafter applicable, the kind and amount of as nearly as may be, in relation to any shares of stock, securities or other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to property thereafter deliverable upon the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant. The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyancesexercise hereof.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the Common Stock class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation corporation, (other than a consolidation or merger (i) with another corporation in which the Company is a continuing the surviving corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification or change of the Shares outstanding securities issuable upon exercise of this WarrantWarrant or (ii) a merger in which the Company is not the surviving corporation and holders of equity securities of the Company as a result of such merger receive more than 50% of the equity securities of the surviving corporation), or in case of any sale of all or substantially all of the assets of the Company, or in case of a share exchange in which 80% or more of the Companyoutstanding capital stock of the Company is exchanged for capital stock of another corporation, any of which transactions shall be referred to hereinafter as a "Corporate Transaction," the Company or such successor or purchasing corporation company or entity, as the case may be, shall execute a new Warrant, providing that with the holder of this Warrant Holder an agreement pursuant to which the Holder shall have the right thereafter to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the Shares of Common Stock theretofore issuable purchase upon exercise of this Warrant, the Warrant the kind and amount of shares of stockshares, and/or other securities, money securities and property receivable upon that the Holder would have owned or have been entitled to receive after the happening of such reclassification, change, consolidation, sale of all or substantially all of Corporate Transaction had the Company’s assets or merger by a holder of an equivalent number of shares of Common StockWarrant been exercised immediately prior to such action. Such new Warrant The agreement referred to in this subparagraph (a) shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant5. The provisions of this Paragraph “subparagraph (a” of this Article ”4” of this Warrant ) shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyancesCorporate Transactions.

Reclassification, Consolidation or Merger. In case of If any capital ----------------------------------------- reorganization or reclassification of the Common Stock (other than a change in par valueShares, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with another partnership, a corporation or into another corporation (any other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant)entity, or in case of any the sale of all or substantially all of its assets to another entity is effected, the successor entity (if other than the Company) resulting from such consolidation or merger or the entity purchasing such assets must assume this Warrant by written instrument executed and mailed or delivered to Purchaser, and lawful and adequate provision (in form reasonably satisfactory to Purchaser) must be made whereby the holder hereof thereafter has the right to purchase and receive in lieu of the CompanyShares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such equity interests or assets as may be issued or payable with respect to or in exchange for the Companyamount of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such successor or purchasing corporation as case, appropriate provision must be made with respect to the case may be, shall execute a new Warrant, providing that rights and interests of the holder of this Warrant shall have to assure that the right to exercise such new Warrant, and procure upon such exercise and payment provisions hereof (including without limitation provisions for adjustment of the same aggregate Exercise Price, in lieu Price and of the number of Shares of Common Stock theretofore issuable purchasable and receivable upon the exercise of this Warrant) are thereafter applicable, the kind and amount of as nearly as may be, in relation to any shares of stock, other securities, money and property receivable securities or assets thereafter deliverable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant. The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyancesexercise hereof.

Reclassification, Consolidation or Merger. In At any time while this ----------------------------------------- Note remains outstanding, in case of any reclassification or change of the Common Stock (other than a change in par value, or from par value to no par value per share, or from no par value per share to par value or as a result of a subdivision or combination), combination of Common Stock) or in case of any consolidation or merger of the Company Cashtech with or into another corporation (other than a consolidation or merger with another corporation in which the Company Cashtech is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification or change, other than a change in par value, or from par value to no par value per share, or from no par value per share to par value, or as a result of the Shares issuable upon exercise of this Warranta subdivision or combination Common Stock), or in the case of any sale or transfer to another corporation of all the property of Cashtech as an entirety or substantially all of the assets of the Companyas an entirety, the CompanyCashtech, or such successor or purchasing corporation corporation, as the case may be, shall shall, without payment of any additional consideration therefor, execute a new Warrant, notes providing that the holder holders of this Warrant the Notes shall have the right to exercise such new Warrant, notes (upon terms not less favorable to the holders than those then applicable to the Notes) and procure to receive upon such exercise and payment of the same aggregate Exercise Priceexercise, in lieu of the Shares each share of Common Stock theretofore issuable upon exercise of this Warrantthe Notes, the kind and amount of shares of stock, other securities, money and or property receivable upon such reclassification, change, consolidation, merger, sale or transfer by the Holder of all or substantially all one share of Common Stock issuable upon exercise of the Company’s assets Notes had the Notes been converted immediately prior to such reclassification, change, consolidation, merger, sale or merger by a holder of an equivalent number of shares of Common Stocktransfer. Such new Warrant notes shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this WarrantSection 3. The provisions of this Paragraph “a” of this Article ”4” of this Warrant Section 3.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, leases or conveyancessales and transfers.

Reclassification, Consolidation or Merger. In case of any reclassification or change of outstanding securities of the Common Stock class issuable upon exercise of this Warrant (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation of the Company with, or merger of the Company with or into another corporation (any other than corporation, then as a condition of such reclassification, consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant)merger, or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that adequate provision will be made whereby the holder of this Warrant shall will have the right to acquire and receive upon exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, this Warrant in lieu of the Shares shares of Common Stock immediately theretofore issuable acquirable upon the exercise of this Warrant, the kind and amount of such shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, sale of all securities or substantially all of assets as may be issued or payable with respect to or in exchange for the Company’s assets or merger by a holder of an equivalent number of shares of Common StockStock immediately theretofore acquirable and receivable upon exercise of this Warrant had such reclassification, consolidation or merger not taken place. Such new Warrant shall provide for adjustments In any such case, the Company will make appropriate provision to insure that shall the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly equivalent as may be practicable in relation to any shares of stock or securities thereafter deliverable upon the adjustments provided for in this Paragraph “a” of this Article ”4” exercise of this Warrant. The Company will not effect any reclassification, consolidation or merger unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire. The provisions of this Paragraph “a” of this Article ”4” of this Warrant subsection (e) shall similarly apply to successive reclassifications, consolidationschanges, consolidations and mergers, sales, leases or conveyances.

Reclassification, Consolidation or Merger. In case of If any capital reorganization or reclassification of the Common Stock (other than a change in par valueStock, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger Issuer with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant)Person, or in case of any the sale or lease of all or substantially all of its assets to another Person is effected in a manner such that Holders of Common Stock shall be entitled to receive stock, securities or other assets or property, in each case, at any time after the assets Closing Date, then, as a condition of the Companysuch reorganization, reclassification, consolidation, merger, sale or lease, the Companysuccessor Person (if other than the Issuer) resulting from such consolidation or merger or the entity purchasing or leasing such assets must assume the Warrants by written instrument executed and mailed or delivered to the Holders, or such successor or purchasing corporation as and lawful and adequate provision (in form reasonably satisfactory to the case may be, shall execute a new Warrant, providing that Holders) must be made whereby the holder of this Warrant shall Holders thereafter have the right to exercise such new Warrant, purchase and procure upon such exercise and payment of the same aggregate Exercise Price, receive (in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of Common Stock theretofore the Warrants), such shares of stock, securities or other assets or property as the Holders would have been entitled to receive upon the occurrence of such transaction if the Holders had been, immediately prior to the transaction, the Holders of the Warrant Shares then issuable upon exercise of the Warrants, in each case subject to the terms and conditions of this WarrantAgreement. In any such case, appropriate provision must be made with respect to the kind rights and amount interests of the Holders to assure that the provisions hereof (including, without limitation, provisions for adjustment of the number of Warrant Shares purchasable and receivable upon the exercise of the Warrants and the Exercise Price) are thereafter applicable, as nearly as may be, in relation to any shares of stock, securities or other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to property thereafter deliverable upon the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant. The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyancesexercise hereof.

Reclassification, Consolidation or Merger. In case of any reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s 's stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the Shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially all of the Company’s 's assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “aA” of this Article ”“4” of this Warrant. The provisions of this Paragraph “aA” of this Article ”“4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyances.