Common use of Reorganization, Consolidation, Merger or Sale Clause in Contracts

Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another entity, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the class and series of capital stock for which this Warrant is then exercisable shall be entitled to receive stock, securities, or other assets or property (an “Corporate Change”), then, as a condition of such Corporate Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of Common Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant. In the event of any Corporate Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by reasonable written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification recapitalization or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another entitycorporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the class and series of capital stock for which this Warrant is then exercisable Common Stock shall be entitled to receive stock, securities, or other assets or property other than a transaction described in Sections 3.1 or 3.2 above (an “Corporate Organic Change”), then, as a condition of such Corporate Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Shares Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyby this Warrant) such sharesshares of stock, securities or other assets or property 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 number of Common Shares shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant. In the event of any Corporate Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any sharesshares of stock, securities or assets thereafter deliverable upon the exercise hereof. Prior to the consummation of this Warrant. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereofsale, the successor corporation entity (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by reasonable written instrument, instrument reasonably satisfactory in form and substance to the Holders executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may shall be entitled to purchase.

Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification recapitalization or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another entitycorporation, or the sale of all or substantially all of its assets or other Common Stock Warrant 4 CONFIDENTIAL TREATMENT REQUESTED transaction shall be effected in such a way that holders of the class and series of capital stock for which this Warrant is then exercisable Common Stock shall be entitled to receive stock, securities, or other assets or property (an “Corporate Organic Change”), then, as a condition of such Corporate Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Shares Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyby this Warrant) such sharesshares of stock, securities or other assets or property 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 number of Common Shares shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant. In the event of any Corporate Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any sharesshares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by reasonable written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchasehereof.

Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification recapitalization or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another entitycorporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the class and series of capital stock for which this Warrant is then exercisable Common Stock shall be entitled to receive stock, securities, or other assets or property other than a transaction described in Sections 3.1 or 3.2 above (an “Corporate "Organic Change”"), then, as a condition of such Corporate Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Shares Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebyby this Warrant) such sharesshares of stock, securities or other assets or property 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 number of Common Shares shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant. In the event of any Corporate Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any sharesshares of stock, securities or assets thereafter deliverable upon the exercise hereof. Prior to the consummation of this Warrant. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereofsale, the successor corporation entity (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by reasonable written instrument, instrument reasonably satisfactory in form and substance to the Holders executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may shall be entitled to purchase.

Reorganization, Consolidation, Merger or Sale. If any Any recapitalization, reclassification or reorganization of the capital stock of the Companyreorganization, or any consolidation or merger of the Company with another entityconsolidation, or the merger, sale of all or substantially all of its the Company's assets or other transaction shall be transaction, in each case which is effected at any time after the date hereof and prior to the Expiration Date in such a way that the holders of the class and series of capital stock for which this Warrant is then exercisable shall be Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, or other assets or property (an “Corporate Change”), then, as a condition of such Corporate Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal Common Stock is referred to herein as an "Organic Change." Prior to the number consummation of any Organic Change, the Company shall make appropriate provision to insure that each of the registered holders of the Warrants shall thereafter have the right to acquire and receive upon exercise of such holder's Warrant, in lieu of or addition to (as the case may be) the shares of Common Shares Stock immediately theretofore purchasable acquirable and receivable upon the exercise of this such holder's Warrant. In , such shares of stock, securities or assets as may be issued or payable in the event of any Corporate Change, appropriate provision shall be made by the Company Organic Change with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions or in exchange for adjustments of the Purchase Price and of the number of shares purchasable of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrantsuch holder's Warrant had such Organic Change not taken place. The Company will shall not effect any such consolidationOrganic Change, merger or sale unless, unless prior to the consummation thereof, the successor corporation entity (if other than the Company) resulting from such consolidation or merger or the corporation entity purchasing such assets shall assume assumes by reasonable written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, instrument the obligation to deliver to each such Holder holder such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to purchaseacquire. For purposes of determining the Black Scholes Payment Amount, if holders of Common Stock have any right to select the form or type of consideration to be received in an Organic Change, each Warrant holder shall be deemed to have elected to receive the same proportion of Other Property and Qualifying Common Equity Securities that all holders of Common Stock in the aggregate elected to receive in such Organic Change. In any case, the Company shall make appropriate provision with respect to such holders' rights and interests to insure that the provisions of this Article III and Section 4.4 hereof shall thereafter be applicable to the Warrants.

Reorganization, Consolidation, Merger or Sale. If any Any --------------------------------------------- recapitalization, reclassification or reorganization of the capital stock of the Companyreorganization, or any consolidation or merger of the Company with another entityconsolidation, or the merger, sale of all or substantially all of its the Company's assets or other transaction shall be transaction, in each case which is effected at any time after the date hereof and prior to the Expiration Date in such a way that the holders of the class and series of capital stock for which this Warrant is then exercisable shall be Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, or other assets or property (an “Corporate Change”), then, as a condition of such Corporate Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal Common Stock is referred to herein as an "Organic Change." Prior to the number consummation of any Organic Change, the Company -------------- shall make appropriate provision to insure that each of the registered holders of the Warrants shall thereafter have the right to acquire and receive upon exercise of such holder's Warrant, in lieu of or addition to (as the case may be) the shares of Common Shares Stock immediately theretofore purchasable acquirable and receivable upon the exercise of this such holder's Warrant. In , such shares of stock, securities or assets as may be issued or payable in the event of any Corporate Change, appropriate provision shall be made by the Company Organic Change with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions or in exchange for adjustments of the Purchase Price and of the number of shares purchasable of Common Stock immediately theretofore acquirable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrantsuch holder's Warrant had such Organic Change not taken place. The Company will shall not effect any such consolidationOrganic Change, merger or sale unless, unless prior to the consummation thereof, the successor corporation entity (if other than the Company) resulting from such consolidation or merger or the corporation entity purchasing such assets shall assume assumes by reasonable written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, instrument the obligation to deliver to each such Holder holder such sharesshares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to purchaseacquire. For purposes of determining the Black Scholes Payment Amount, if holders of Common Stock have any right to select the form or type of consideration to be received in an Organic Change, each Warrant holder shall be deemed to have elected to receive the same proportion of Other Property and Qualifying Common Equity Securities that all holders of Common Stock in the aggregate elected to receive in such Organic Change. In any case, the Company shall make appropriate provision with respect to such holders' rights and interests to insure that the provisions of this Article III and Section 4.4 hereof shall thereafter be applicable to the Warrants.

Reorganization, Consolidation, Merger or Sale. If any recapitalizationthe Company shall effect a reorganization, reclassification shall merge with or reorganization of the capital stock of the Companyconsolidate into another corporation, or any consolidation shall sell, transfer or merger of the Company with another entity, or the sale otherwise dispose of all or substantially all of its assets and pursuant to the terms of such reorganization, merger, consolidation or other transaction shall be effected in such a way that holders disposition of the class and series of capital stock for which this Warrant is then exercisable shall be entitled to receive stockassets, securities, property or other assets of the Company, successor or property (transferee or an “Corporate Change”)affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, then, as a condition then the holder of such Corporate Change, lawful and adequate provisions this Warrant shall be made by the Company whereby the Holder hereof shall thereafter have the right thereafter to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable receive, upon the exercise of the rights represented hereby) such sharesthis Warrant, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of stock or other securities, property or assets of the Company, successor, transferee or affiliate thereof or cash receivable upon or as a result of such reorganization, merger, consolidation or disposition of assets by a holder of the number of shares of Common Shares Stock equal to that to which the holder of this Warrant upon the exercise thereof immediately theretofore purchasable prior to such event would have been entitled. The provisions of this subsection 3.0 shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation, merger or transfer hereinabove referred to, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of this Warrant. In Warrant after the event consummation of any Corporate Changesuch reorganization, appropriate provision shall be made by consolidation, merger or transfer, as the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrantcase may be. The Company will shall not effect any such reorganization, consolidation, merger or sale unless, transfer unless prior to the consummation thereof, thereof the successor corporation (if other than the Company) resulting from such consolidation therefrom or the corporation purchasing such assets shall assume shall, by reasonable written instrument, instrument executed and mailed or delivered to the Holder registered holder hereof at the last address of such Holder holder appearing on the books of the Company, (i) assume the obligation to deliver to such Holder holder such sharesshares of stock, securities securities, property or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to purchase, and (ii) agree to be bound by all the terms of this Warrant.

Reorganization, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another entity, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of the class and series of capital stock for which this Warrant is then exercisable shall be entitled to receive stock, securities, or other assets or property (an each a “Corporate Change”), then, as a condition of such Corporate Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of Common Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant. In the event of any Corporate Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant Warrant, including providing for nonvoting common or common-equivalent shares substantially similar to the Company’s Class B Common Stock, to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrant. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by reasonable written instrument, executed and mailed or delivered to the Holder at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

Reorganization, Consolidation, Merger or Sale. If any recapitalizationthe Company shall effect a reorganization, reclassification shall merge with or reorganization of the capital stock of the Companyconsolidate into another corporation, or any consolidation shall sell, transfer or merger of the Company with another entity, or the sale otherwise dispose of all or substantially all of its assets and pursuant to the terms of such reorganization, merger, consolidation or other transaction shall be effected in such a way that holders disposition of the class and series of capital stock for which this Warrant is then exercisable shall be entitled to receive stockassets, securities, property or other assets of the Company, successor or property (transferee or an “Corporate Change”)affiliate thereof or cash are to be received by or distributed to the holders of Common Stock, then, as a condition then the holder of such Corporate Change, lawful and adequate provisions this Warrant shall be made by the Company whereby the Holder hereof shall thereafter have the right thereafter to purchase and receive (in lieu of the Common Shares of the Company immediately theretofore purchasable and receivable receive, upon the exercise of the rights represented hereby) such sharesthis Warrant, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares equal to the number of shares of stock or other securities, property or assets of the Company, successor, transferee or affiliate thereof or cash receivable upon or as a result of such reorganization, merger, consolidation or disposition of assets by a holder of the number of shares of Common Shares Stock equal to that to which the holder of this Warrant upon the exercise thereof immediately theretofore purchasable prior to such event would have been entitled. The provisions of this subsection 3.C shall similarly apply to successive reorganizations, mergers, consolidations or dispositions of assets. Upon any reorganization, consolidation, merger or transfer hereinabove referred to, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities, property, assets and cash receivable upon the exercise of this Warrant. In Warrant after the event consummation of any Corporate Changesuch reorganization, appropriate provision shall be made by consolidation, merger or transfer, as the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares, securities or assets thereafter deliverable upon the exercise of this Warrantcase may be. The Company will shall not effect any such reorganization, consolidation, merger or sale unless, transfer unless prior to the consummation thereof, thereof the successor corporation (if other than the Company) resulting from such consolidation therefrom or the corporation purchasing such assets shall assume shall, by reasonable written instrument, instrument executed and mailed or delivered to the Holder registered holder hereof at the last address of such Holder holder appearing on the books of the Company, (i) assume the obligation to deliver to such Holder holder such sharesshares of stock, securities securities, property or assets as, in accordance with the foregoing provisions, such Holder holder may be entitled to purchase, and (ii) agree to be bound by all the terms of this Warrant.