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

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stock, or consolidation, amalgamation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive shares, securities, cash or other property with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares of Common Stock as would have been received upon exchange of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange of this Warrant either the shares, securities or assets then issuable with respect to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given person.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common StockShares of the Company, or consolidation, amalgamation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock Shares shall be entitled to receive shares, securities, cash or other property with respect to or in exchange for Common StockShares, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such shares, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares of Common Stock Shares as would have been received upon exchange exercise of this Warrant at the Exchange Exercise Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument mailed or delivered to the Holder, the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock Shares of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidationconnsolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the shares, securities or assets then issuable with respect to the Common Stock Shares of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock Shares in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. Notwithstanding the foregoing Section 4.3, a new Warrant issuable to the Holder in connection with a consolidation, amalgamation, merger (other than a merger for reorganizational purposes) or sale of assets transaction shall not include the price-based antidilution protection set forth in Section 4.5.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stockcapital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock Series D Preferred Stock, shall be entitled to receive sharesstock, securities, cash or other property with respect to or in exchange for Common Stocksuch securities, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such sharesshares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) sale with respect to or in exchange for such number of outstanding shares of Common Stock the Company’s capital stock as would have been received upon exchange exercise of this Warrant at the Exchange Exercise Price then in effect. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Warrant Stock to Common Stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s Common Stock. Upon the occurrence of such an event, the Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 4 shall similarly apply to successive reclassifications, exchanges, substitutions and other events. Notwithstanding anything to the contrary set forth in this Warrant, the Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument promptly mailed or delivered to Holder, the obligation to deliver such sharesshares of stock, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock voting stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the sharesstock, securities or assets then issuable with respect to the Common Stock holders of the Company Warrant Stock or the sharesstock, securities or assets, or the equivalent, issued to previous holders of the Common Warrant Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person holding 10% or more of the securities of the given person, or a person controlling, controlled by or under common control with the given person.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If If, at any time prior to the exercise of this Warrant in full, the Company shall (i) effect any capital reorganization or reclassification of the Common Stockcapital stock of the Company, or consolidation, amalgamation consolidate or merger of merge the Company with another corporationentity, or the sale sell, lease, or otherwise dispose of all or substantially all a significant amount of its assets to another corporation shall be effected assets, in any such case in such a way that holders does not constitute a Change in Control, (ii) declare a dividend or make a distribution on the Warrant Stock payable in shares of Common Stock shall be entitled to receive sharesits capital stock of any class, securities, cash or other property property; or (iii) issue any shares of its capital stock by reclassification of its Warrant Shares (including any such reclassification in connection with respect to a consolidation or a merger in exchange for Common Stockwhich the Company is the continuing corporation), then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at in accordance with the option terms hereof such shares of the Holder, shall have the right to receive a new and equivalent Warrant for) such sharesstock, securities, cash or other property issuable or payable (as part of the successor entity that a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, reclassification, consolidation, amalgamationmerger or sale if this Warrant had been exercised immediately before such reorganization, reclassification, consolidation, merger or sale. The foregoing provisions shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers or sales and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant. In all events, appropriate adjustments (as determined by the Board of Directors of the Company) with respect to or shall be made in exchange for such number the application of outstanding shares of Common Stock as would have been received upon exchange the provisions of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument the obligation to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange of this Warrant either the shares, securities or assets then issuable with respect to the Common Stock rights and interests of the Company or Holder after the sharestransaction, securities or assetsto the end that the provisions of this Warrant shall be applicable after that event, or the equivalentas near as reasonably may be, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect relation to any given person shall mean any person controlling, controlled by shares or under common control with the given personother property deliverable after that event upon exercise of this Warrant.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If In case of any capital reorganization or reclassification or other change of the outstanding Common StockStock (other than as a result of a subdivision or combination), or consolidation, amalgamation in case of any consolidation or merger of the Company with or into another corporationPerson (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification, conversion, cancellation or change of outstanding Common Stock), or the in case of any sale or other disposition to another Person of all or substantially all of its the assets to another corporation shall be effected in of the Company (any of the foregoing, a “Transaction”), the Company, or such a way that holders of Common Stock shall be entitled to receive shares, securities, cash successor or other property with respect to or in exchange for Common Stock, thenpurchasing Person, as the case may be, shall execute and deliver to the Holder, at least five Business Days prior to effecting any Transaction, a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby certificate that the Holder shall have the right thereafter to acquire and receive upon exchange of exercise this Warrant into the kind and amount of units or other securities (or at the option of the HolderCompany or another issuer, as the case may be) or property or cash receivable upon such Transaction by a holder of the number of Shares into which this Warrant could have been exercised immediately prior to such Transaction, provided that the Company shall have structure such Transaction so that the right Holder shall be entitled to receive a new sell this Warrant in the Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4 hereof and equivalent Warrant for) shall contain other terms identical to the terms hereof. If, in the case of any such sharesTransaction, the stock, other securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) with respect to or in exchange for such number of outstanding shares receivable thereupon by a holder of Common Stock as would have been received upon exchange includes stock or other securities of this Warrant at the Exchange Price then in effect. The Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, a Person (other than the successor corporation (if or purchasing Persons and other than the Company) resulting from which controls or is controlled by the successor or purchasing Person or which, in connection with such consolidation Transaction, issues stock, securities, other property or merger cash to holders of Common Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically assume the obligations of such successor or the corporation purchasing Person and acknowledge its obligations to issue such assets shall assume by written instrument the obligation stock, securities, other property or cash to deliver such shares, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the shares, securities or assets then issuable with respect as provided above. The provisions of this Section 8 similarly shall apply to the Common Stock of the Company or the shares, securities or assets, or the equivalent, issued to previous holders of the Common Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given personsuccessive Transactions.

Reorganization, Reclassification, Consolidation, Merger or Sale of Assets. If any capital reorganization or reclassification of the Common Stockcapital stock of the Company, or consolidation, amalgamation consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Series C Preferred Stock shall be entitled to receive sharesstock, securities, cash or other property with respect to or in exchange for Common Stocksuch securities, then, as a condition of such reorganization, reclassification, consolidation, amalgamation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall have the right to acquire and receive upon exchange exercise of this Warrant (or at the option of the Holder, shall have the right to receive a new and equivalent Warrant for) such sharesshares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, amalgamation, merger or sale) sale with respect to or in exchange for such number of outstanding shares of Common Stock the Company’s capital stock as would have been received upon exchange exercise of this Warrant at the Exchange Exercise Price then in effect. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Warrant Stock to Common Stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s Common Stock. Upon the occurrence of such an event, the Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4 including, without limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 4 shall similarly apply to successive reclassifications, exchanges, substitutions and other events. Notwithstanding anything to the contrary set forth in this Warrant, the Company will not effect any such consolidation, amalgamation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument promptly mailed or delivered to Holder, the obligation to deliver such sharesshares of stock, securities or assets that the Holder may be entitled to purchase in accordance with the foregoing provisions. If a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding Common Stock voting stock of the Company, the Company shall not effect any consolidation, amalgamation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the exchange exercise of this Warrant either the sharesstock, securities or assets then issuable with respect to the Common Stock holders of the Company Warrant Stock or the sharesstock, securities or assets, or the equivalent, issued to previous holders of the Common Warrant Stock in accordance with such offer. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person holding 10% or more of the securities of the given person, or a person controlling, controlled by or under common control with the given person.