Common use of Reorganization Events Clause in Contracts

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Corporation with or into another Person or of another Person with or into the Corporation; (ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety; (iii) any statutory share exchange of the Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a), a “Reorganization Event”), each share of Series D outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, become convertible into the kind of cash, securities and other property receivable in such Reorganization Event by a holder of one share of Common Stock that was not the counterparty to the Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Corporation Company with or into another Person person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another Person with or into the Corporationcorporation); (ii) any sale, transfer, lease or conveyance to another Person person of all or substantially all the property and assets of the Company as an entirety or substantially as an entirety; (iii) any statutory share exchange of the Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock (any such event specified in this Section 12(a)or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event”), ,” each share of Series D the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holdersthe Holders of the Convertible Preferred Stock, become convertible into the kind and amount of cashsecurities, securities cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distributions thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of one share of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was not made, as the counterparty to the Reorganization Event case may be (any such Person, a “Constituent Person”), or an affiliate Affiliate of such other party (such casha Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect will be applied to the value on the applicable such Conversion DateDate of such securities, determined as if the references to a “cash or other property received per share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of determined in accordance with this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property14. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Corporation Company with or into another Person Person, in each case, pursuant to which at least a majority of the Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Company or another Person with or into the CorporationPerson; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Company as an entirety Company, in each case pursuant to which the Common Stock is converted into cash, securities or substantially as an entirety;other property; or (iii) any statutory share exchange of securities of the Corporation Company with another Person (other than in connection with a merger or acquisition); or (iv) any liquidationor reclassification, dissolution recapitalization or termination reorganization of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or into other property for their shares of Common Stock securities; (any such event specified in this Section 12(a)each, a “Reorganization Event”), each share of Series D B-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holdersthe Holders and subject to 12(d) and 13(b), remain outstanding but shall become convertible into the number, kind and amount of cashsecurities, securities cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distributions on such Exchange Property that have a record date that is prior to the applicable Conversion Date) that the Holder of such share of Series B-1 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-1 Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable in on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of one share this 12(a), the kind and amount of Common Stock that was not the counterparty to the securities, cash and other property receivable on conversion following such Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or Stock. For the avoidance of all such holders doubt, if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such any Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Dateconstitutes a Change of Control, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 9 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Eventalso apply. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Corporation with or into another Person Person, in each case, pursuant to which the Common Shares (but not the Series A First Preferred Shares) are changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person with or into the Corporationperson; (ii2) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Company as an entirety Corporation, in each case pursuant to which the Common Shares (but not the Series A First Preferred Shares) are converted into cash, securities or substantially as an entirety;other property; or (iii3) any statutory share exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidationor reclassification, dissolution recapitalization or termination reorganization of the Corporation; in Common Shares (but not the Series A First Preferred Shares) into other securities, (each case in of which holders of Common Stock would be entitled is referred to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a), as a “Reorganization Event”), ) each share of Series D A First Preferred Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holdersthe holders of Series A First Preferred Shares unless required under Section 6(c) and subject to Section 10(k), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such Series A First Preferred Share would have received in such Reorganization Event had such holder converted its Series A First Preferred Shares into the applicable number of Common Shares immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Shares held by Affiliates of a Constituent Person and non-Affiliates; provided, that if the kind or amount of cashsecurities, securities cash and other property receivable in upon such Reorganization Event is not the same for each Common Share held immediately prior to such Reorganization Event by a holder Person other than a Constituent Person or an Affiliate thereof, then for the purpose of one share this Section 10(j), the kind and amount of Common Stock that was not the counterparty to the securities, cash and other property receivable upon such Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange PropertyShares.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Corporation with or into another Person Person, in each case, pursuant to which the Common Stock (but not the Series A Preferred Stock) is changed or converted into, or exchanged for, cash, securities or other property of the Corporation or another Person with or into the Corporationperson; (ii2) any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Company as an entirety Corporation, in each case pursuant to which the Common Stock (but not the Series A Preferred Stock) is converted into cash, securities or substantially as an entirety;other property; or (iii3) any statutory share exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidationor reclassification, dissolution recapitalization or termination reorganization of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a)but not the Series A Preferred Stock) into other securities, (each of which is referred to as a “Reorganization Event”), each share of Series D A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holdersthe holders of Series A Preferred Stock and subject to Section 9(k), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series A Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of cashsecurities, securities cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person other than a Constituent Person or an Affiliate thereof, then for the purpose of one share this Section 9(j), the kind and amount of Common Stock that was not the counterparty to the securities, cash and other property receivable upon such Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of all such holders if none make an election). The number of units of Exchange Property for each share shares of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, A Preferred Stock designated for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice repurchase shall not affect the operation of this Section 12 or the validity of the proceedings for the redemption of any Reorganization Eventother shares of Series A Preferred Stock.

Reorganization Events. In the event of any (a) In the event of: (i) any consolidation consolidation, merger, division, share exchange or merger other similar business combination of the Corporation with or into another Person Person, in each case, pursuant to which the Voting Common Stock will be converted into cash, securities or of another Person with or into the Corporation; (ii) any sale, transfer, lease or conveyance to another Person of the other property of the Company as an entirety Corporation or substantially as an entirety; (iii) any statutory share exchange of another Person, or the Corporation with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case in which holders of Common Stock would be entitled right to receive cash, securities or other property for their shares of the Corporation or another Person, (b) sale, transfer, lease, conveyance or other disposition to another Person of all or substantially all of the property or assets of the Corporation or any of its subsidiaries, in each case, pursuant to which the Voting Common Stock will be converted into cash, securities or other property of the Corporation or another Person, or the right to receive cash, securities or other property of the Corporation or another Person or (c) change, including by capital reorganization, reclassification or otherwise (other than a transaction resulting in an adjustment pursuant to Section 4.5), of the Voting Common Stock into any other securities (any such event specified in this Section 12(a)event, a “Reorganization Event”), each share of Series D Non-Voting Common Stock shall be treated in all respects in the same manner as the shares of Voting Common Stock, including by each holder of any shares of Non-Voting Common Stock being entitled to receive, at the same time as the holders of any shares of Voting Common Stock and on a pro rata basis with the holders of any shares of Voting Common Stock (based upon the number of shares of Voting Common Stock then outstanding immediately prior to such Reorganization Event shalland the number of shares of Non-Voting Common Stock then outstanding), without the consent of Holders, become convertible into the kind same form and per share amount of cash, securities and or other property receivable that the holders of shares of Voting Common Stock receives or is entitled to receive; provided that (i) except as otherwise provided herein, no holder of any shares of Non-Voting Common Stock shall be entitled to vote any shares of Non-Voting Common Stock on such Reorganization Event and (ii) any securities into which any shares of Non-Voting Common Stock are converted into or exchanged for in such Reorganization Event by a holder shall (A) be non-voting securities with substantially identical voting and conversion rights, privileges, preferences and limitations as the shares of one share of Non-Voting Common Stock and (B) otherwise be treated in the same manner as the securities into which any shares of Voting Common Stock are converted into or exchanged for in such Reorganization Even (including through rights and provisions that was not the counterparty are substantially identical to the Reorganization Event or an affiliate of such other party those set forth in Sections 4.4, 4.5 and 4.8 and this Section 4.7) (such cash, securities (A) and other property(B), the “Exchange PropertyApplicable Requirements”). . With respect to any applicable Reorganization Event, the Corporation shall make appropriate provisions (b) In in form and substance reasonably satisfactory to the event that holders of a majority of the then outstanding shares of Non-Voting Common Stock) and take such actions necessary to ensure that the Applicable Requirements are satisfied. If, with respect to any Reorganization Event, the holders of shares of Voting Common Stock have the opportunity right to elect the form of consideration to be received in such transactionReorganization Event, the “Exchange Property” that Holders holders of the Series D will Non-Voting Common Stock shall be entitled to receive shall be deemed participate in such election on the same terms and subject to be the weighted average same conditions, and in accordance with the same procedures and pro ration mechanics, that apply with respect to the right of the types and amounts of consideration received by the holders of shares of Voting Common Stock that affirmatively to make an election (or of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Eventelection. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Corporation Company with or into another Person Person, in each case, pursuant to which at least a majority of the Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Company or another Person with or into the CorporationPerson; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Company as an entirety Company, in each case pursuant to which the Common Stock is converted into cash, securities or substantially as an entirety;other property; or (iii) any statutory share exchange of securities of the Corporation Company with another Person (other than in connection with a merger or acquisition); or (iv) any liquidationor reclassification, dissolution recapitalization or termination reorganization of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or into other property for their shares of Common Stock securities; (any such event specified in this Section 12(a)each, a “Reorganization Event”), each share of Series D B-2 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holdersthe Holders and subject to 12(d) and 1(b), remain outstanding but shall become convertible into the number, kind and amount of cashsecurities, securities cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distributions on such Exchange Property that have a record date that is prior to the applicable Conversion Date) that the Holder of such share of Series B-2 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-2 Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable in on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of one share this 1(a), the kind and amount of Common Stock that was not the counterparty to the securities, cash and other property receivable on conversion following such Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or Stock. For the avoidance of all such holders doubt, if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such any Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Dateconstitutes a Change of Control, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 9 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Eventalso apply. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event ofthat, for so long as any shares of Series C Preferred Stock remain outstanding, there occurs: (i) any consolidation consolidation, merger or merger other similar business combination of the Corporation with or into another Person Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Corporation or another Person with or into the CorporationPerson; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company as an entirety Corporation or substantially as an entiretyanother Person; (iii) any reclassification of the Common Stock into securities including securities other than the Common Stock; or (iv) any statutory share exchange of the Corporation with outstanding shares of Common Stock for securities of another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination of the Corporation; in each case in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a11(a), a “Reorganization Event”), then each share of Series D C Preferred Stock outstanding immediately prior to such Reorganization Event shall, without at the consent option of the Holders, become convertible either convert into the kind of cashsecurities, securities cash and other property receivable in such Reorganization Event by a the holder of one share of Common Stock that was not (excluding the counterparty to the Reorganization Event or an affiliate Affiliate of such other party counterparty) of that number of shares of Common Stock into which the share of Series C Preferred Stock would then be convertible (such cashsecurities, securities cash and other property, the “Exchange Property”)) plus an amount in cash equal to any accrued and unpaid dividends on such Series C Preferred Stock, or be entitled to receive liquidating distributions in accordance with Section 5 as if such Reorganization Event were a liquidation of the Corporation. (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will shall likewise be entitled allowed to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such Reorganization Event shall be determined based on the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 11 shall similarly apply to successive Reorganization Events and the provisions of Section 11 10, if applicable, shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (ed) The Corporation (or any successor) shall, within 20 seven (7) days of the occurrence consummation of any Reorganization Event, provide written notice to the Holders of such occurrence consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 11. (e) The Corporation shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement does not interfere with or prevent (as applicable) (i) conversion of the validity Series C Preferred Stock into the Exchange Property or (ii) the ability of any Reorganization EventHolders to receive, at their option, a liquidating distribution in accordance with Section 5, in each case, in a manner that is consistent with and gives effect to this Section 11.

Reorganization Events. (a) In the event of: (i) any consolidation or merger of the Corporation Company with or into another Person person pursuant to which the Common Stock is changed into or exchanged for cash, securities or other property of the Company or another Person with or into the Corporationperson; (ii) any sale, transfer, lease or conveyance to another Person person of all or substantially all the property and assets of the property of Company, in each case pursuant to which the Company as an entirety Common Stock is converted into cash, securities or substantially as an entirety;other property; or (iii) any statutory share exchange of securities of the Corporation Company with another Person (other than in connection with a merger or acquisition); or (iv) any liquidation, dissolution or termination reclassification of the Corporation; in each case in which holders of Common Stock would be entitled into other securities; (each of which is referred to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a), as a “Reorganization Event”), ) each share of Series D the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of Holdersthe holders of the Convertible Preferred Stock, become convertible into the kind and amount of cashsecurities, securities cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of one Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “ Constituent Person ”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock that was not the counterparty held immediately prior to the such Reorganization Event by a Person other than a Constituent Person or an affiliate Affiliate thereof, then for the purpose of such other party (such cashthis Section 10(a), securities the kind and amount of securities, cash and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in property receivable upon such transaction, the “Exchange Property” that Holders of the Series D Reorganization Event will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). The number of units of Exchange Property for On each share of Series D converted Conversion Date following the effective date of such a Reorganization Event shall be determined based on Event, the Conversion Rate then in effect will be applied to the value on the applicable such Conversion DateDate of such securities, determined as if the references to a “cash or other property received per share of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of determined in accordance with this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property10. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of the Common Stock in any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12 or the validity of any Reorganization Event.

Reorganization Events. (a) In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Corporation Company with or into another Person Person, in each case, pursuant to which at least a majority of the Company Common Stock is changed or converted into, or exchanged for, cash, securities or other property of the Company or another Person with or into the CorporationPerson; (ii) any sale, transfer, lease or conveyance to another Person of all or a majority of the property and assets of the Company, in each case pursuant to which the Company as an entirety Common Stock is converted into cash, securities or substantially as an entirety;other property; or (iii) any statutory share exchange of securities of the Corporation Company with another Person (other than in connection with a merger or acquisition); or (iv) any liquidationor reclassification, dissolution recapitalization or termination ▇▇▇▇-▇▇▇▇-▇▇▇▇.13 reorganization of the Corporation; in each case in which holders of Company Common Stock would be entitled into other securities; (each of which is referred to receive cash, securities or other property for their shares of Common Stock (any such event specified in this Section 12(a), as a “Reorganization Event”), ; then each share of Series D A Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent approval or election of Holdersthe Holders and subject to Section 13(b), remain outstanding but shall become convertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the Holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series A Preferred Stock into the applicable number of shares of Company Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event and the Accrued Value applicable at the time of such subsequent conversion; provided, however that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Company Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of cashsecurities, securities cash and other property receivable in upon such Reorganization Event is not the same for each share of Company Common Stock held immediately prior to such Reorganization Event by a holder Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of one share this Section 12(a), the kind and amount of Common Stock that was not the counterparty to the securities, cash and other property receivable upon conversion following such Reorganization Event or an affiliate of such other party (such cash, securities and other property, the “Exchange Property”). (b) In the event that holders of the shares of the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the “Exchange Property” that Holders of the Series D will be entitled to receive shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Stock that affirmatively make an election (or Stock. In the event of all such holders if none make an election). The number of units of Exchange Property for each share of Series D converted following the effective date of such a Reorganization Event shall be determined based on that constitutes a Change of Control and either the Conversion Rate then in effect on the applicable Conversion Date, determined as if the references to a “share Company exercises its Change of Common Stock” in this Certificate of Designations were to “unit of Exchange Property.” (c) After a Reorganization Event, for purposes of determining whether a Mandatory Conversion Date has occurred, the term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 12, references to Common Stock in the definition of “Trading Day” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property. (d) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply Control Call with respect to any shares of capital stock of the Corporation (Series A Preferred Stock pursuant to Section 9 or any successor) received by the holders of the Common Stock in Holder exercises such Holder’s rights with respect to any such Reorganization Event. (e) The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence Holder’s shares of such event and of the kind and amount of the cashSeries A Preferred Stock pursuant to Section 9, securities or other property that constitutes the Exchange Property. Failure to deliver such notice this Section 12(a) shall not affect the operation apply to such shares of this Section 12 or the validity of any Reorganization EventSeries A Preferred Stock.