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

Reorganization, Merger or Sale of Assets. If at any time while this Note, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon conversion of the Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 7. The foregoing provisions of this Section 7.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per share consideration payable to Lender for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interest of Lender after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares Shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 711. The foregoing provisions of this Section 7.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this Note, or any portion thereof, the Series B Preferred Stock is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company Corporation is not the surviving entity, or a reverse triangular merger in which the Company Corporation is the surviving entity but the shares of the Company's Corporation’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's Corporation’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the a holder of this Note Series B Preferred Stock shall thereafter be entitled to receive upon conversion of the Note Series B Preferred Stock the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note the Series B Preferred Stock would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note the Series B Preferred Stock had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 75. The foregoing provisions of this Section 7.1 5(b)(1) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Notethe Series B Preferred Stock. If the per per-share consideration payable to Lender the Corporation for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of DirectorsBoard. In all events, appropriate adjustment (as determined in good faith by the Company's Board of DirectorsBoard) shall be made in the application of the provisions of this Note the Series B Preferred Stock with respect to the rights and interest interests of Lender the Corporation after the transaction, to the end that the provisions of this Note the Series B Preferred Stock shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Notethe Series B Preferred Stock.

Reorganization, Merger or Sale of Assets. If at In case of any time while this Notecapital reorganization or reclassification or other change of outstanding shares of Series A Preferred Stock (or, or following the closing of any portion thereofQualified Public Offering, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for hereinCommon Stock), (ii) a any consolidation or merger or consolidation of the Company with or into another corporation in which or other entity (other than a consolidation or merger of the Company is not the surviving entity, or a reverse triangular merger in which the Company is the resulting or surviving entity but corporation and which does not result in any reclassification or change of outstanding Series A Preferred Stock (or, following the shares closing of any Qualified Public Offering, Common Stock)) or the sale of all or substantially all of the Company's capital stock outstanding immediately prior to the merger are converted by virtue assets of the merger into Company to another corporation or other propertyentity, whether in the form upon exercise of securitiesthis Warrant, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled have the right to receive upon conversion of the Note the number kind and amount of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that to which a holder of the number of shares of Series A Preferred Stock (or, following the closing of any Qualified Public Offering, Common Stock) deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in upon such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, mergerreclassification, consolidation, merger or sale or transferhad this Warrant been exercised immediately prior to such event; and, all subject to further adjustment as provided in this Section 7. The foregoing provisions of this Section 7.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per share consideration payable to Lender for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all eventscase, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests thereafter of Lender after the transactionholder of this Warrant, to the end that the provisions set forth in this Warrant (including provisions with respect to changes in and other adjustments of this Note the Exercise Price) shall thereafter be applicable after that eventapplicable, as near nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in in- the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 711. The foregoing provisions of this Section 7.1 11. 1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any any, time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iiiii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 711. The foregoing provisions of this Section 7.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this Convertible Note, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company Maker is not the surviving entity, or a reverse triangular merger in which the Company Maker is the surviving entity but the shares of the CompanyMaker's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the CompanyMaker's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Convertible Note shall thereafter be entitled to receive upon conversion of the this Convertible Note the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Convertible Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Convertible Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 76. The foregoing provisions of this Section 7.1 6(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Convertible Note. If the per per-share consideration payable to Lender Maker for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the CompanyMaker's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the CompanyMaker's Board of Directors) shall be made in the application of the provisions of this Convertible Note with respect to the rights and interest interests of Lender Maker after the transaction, to the end that the provisions of this Convertible Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Convertible Note.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 711. The foregoing provisions of this Section 7.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this Note, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company Maker is not the surviving entity, or a reverse triangular merger in which the Company Maker is the surviving entity but the shares of the Company's Maker=s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's Maker=s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon conversion of the Note Notes the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 7. The foregoing provisions of this Section 7.1 7(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per per-share consideration payable to Lender Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Maker=s Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Maker=s Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interest interests of Lender Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

Reorganization, Merger or Sale of Assets. If at any time while this NoteDebenture, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Debenture shall thereafter be entitled to receive upon conversion of the Note Debentures the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note Debenture would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Debenture had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 78. The foregoing provisions of this Section 7.1 8.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this NoteDebenture. If the per per-share consideration payable to Lender for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Debenture with respect to the rights and interest interests of Lender after the transaction, to the end that the provisions of this Note Debenture shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this NoteDebenture.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein)reorganization, (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's ’s capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of all or substantially all of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall Warrant shall, when this Warrant is exercisable, thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 711. The foregoing provisions of this Section 7.1 11.2 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this Note. If the per share consideration payable to Lender for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of DirectorsWarrant. In all events, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this NoteOption, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Option shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Option would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Option had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 710. The foregoing provisions of this Section 7.1 10.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteOption. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Option with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteOption.

Reorganization, Merger or Sale of Assets. If at any time while this NoteOption, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of substantially all of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Option shall thereafter be entitled upon such reorganization, merger, consolidation or sale or transfer, have the right by exercising such Option, to receive upon conversion of purchase the Note the kind and number of shares of stock Common Shares or other securities or property of the successor corporation resulting from (including cash) otherwise receivable upon such reorganization, merger, consolidation, consolidation or sale or transfer that by a holder of the shares deliverable upon conversion number of this Note would Common Shares that might have been entitled purchased upon exercise of such Option immediately prior to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, consolidation or sale or transfer, all subject to further adjustment as provided in this Section 7. The foregoing provisions of this Section 7.1 11.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteOption. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Option with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Option shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteOption.

Reorganization, Merger or Sale of Assets. If at any time while this Note, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company Maker is not the surviving entity, or a reverse triangular merger in which the Company Maker is the surviving entity but the shares of the CompanyMaker's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the CompanyMaker's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note shall thereafter be entitled to receive upon conversion of the Note Notes the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 7. The foregoing provisions of this Section 7.1 7(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per per-share consideration payable to Lender Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the CompanyMaker's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the CompanyMaker's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interest interests of Lender Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

Reorganization, Merger or Sale of Assets. If at any time while this Note, or any portion thereof, the Series B Preferred Stock is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company Corporation is not the surviving entity, or a reverse triangular merger in which the Company Corporation is the surviving entity but the shares of the CompanyCorporation's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the CompanyCorporation's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the a holder of this Note Series B Preferred Stock shall thereafter be entitled to receive upon conversion of the Note Series B Preferred Stock the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion of this Note the Series B Preferred Stock would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note the Series B Preferred Stock had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 75. The foregoing provisions of this Section 7.1 5(b)(1) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Notethe Series B Preferred Stock. If the per per-share consideration payable to Lender the Corporation for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of DirectorsBoard. In all events, appropriate adjustment (as determined in good faith by the Company's Board of DirectorsBoard) shall be made in the application of the provisions of this Note the Series B Preferred Stock with respect to the rights and interest interests of Lender the Corporation after the transaction, to the end that the provisions of this Note the Series B Preferred Stock shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Notethe Series B Preferred Stock.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion payment of the Note Exercise Price then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note Warrant would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 710. The foregoing provisions of this Section 7.1 10.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per per-share consideration payable to Lender the Holder hereof for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this NoteWarrant, or any portion thereof, is outstanding there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation with or into another corporation in which the Company is not the surviving entity, or a reverse triangular merger in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note Warrant shall thereafter be entitled to receive upon conversion the exercise of the Note Warrant the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion the exercise of this Note Warrant would have been entitled to receive in such reorganization, G:\LEGAL\XXXX\XXXXX\WAR913.WPD 4 consolidation, merger, sale or transfer if this Note Warrant had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 76. The foregoing provisions of this Section 7.1 6(a) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion exercise of this NoteWarrant. If the per per-share consideration payable to Lender the Holder for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note Warrant with respect to the rights and interest interests of Lender the Holder after the transaction, to the end that the provisions of this Note Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion exercise of this NoteWarrant.

Reorganization, Merger or Sale of Assets. If at any time while this Notethe Unit Option, or any portion thereof, is outstanding and unexpired there shall be (i) a reorganization (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), (ii) a merger or consolidation of NWP with or into another corporation in which the Company NWP is not the surviving entity, or a reverse triangular merger in which the Company NWP is the surviving entity but the shares of the CompanyNWP's capital stock outstanding immediately prior to the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer of the Companysubstantially all of NWP's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the holder of this Note the Unit Option shall thereafter be entitled to receive upon conversion payment of the Note Exercise Rate then in effect, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of the shares deliverable upon conversion exercise of this Note the Unit Option would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note the Unit Option had been converted exercised immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 713. The foregoing provisions of this Section 7.1 13.1 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. If the per share consideration payable to Lender for shares in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall be determined in good faith by the Company's Board of Directors. In all events, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interest of Lender after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.the