Common use of Reorganizations, etc Clause in Contracts

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, of any capital reorganization, of any reclassification of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) or of the sale of all or substantially all the properties and assets of the Company to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. In any such case, the Company shall, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the remainder of the Exercise Period and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property issuable or payable, as the case may be, upon such merger, consolidation, sale of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transfers.

Reorganizations, etc. In case, at any time on or prior to the end of during the Exercise Period, of any capital reorganization, of any reclassification of the stock of the Company Corporation (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company Corporation with or into another corporation (other than a consolidation or merger in which the Company Corporation is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the CompanyCommon Stock) or of the sale of all or substantially all the properties and assets of the Company Corporation as an entirety to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number of shares of stock or other securities or property of the Company Corporation or of the corporation resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares Common Stock issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. In any such casereorganization or other action or transaction described above, appropriate provision shall be made with respect to the Company shall, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that rights and interests of the holder of this Warrant shall have to the right to exercise such new Warrant during end that the remainder provisions hereof (including, without limitation, provisions for adjustments of the Exercise Period Warrant Price and of the number of shares purchasable and receivable upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon the exercise of this Warrant) shall thereafter be applicable, the kind and amount of as nearly as may be, in relation to any shares of stock, other securities, money and property issuable securities or payable, as assets thereafter deliverable upon the case may be, upon exercise hereof. The Corporation will not effect any such merger, consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation or entity (if other than the Corporation) resulting from such transaction or the corporation or entity purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered holder hereof at the last address of such holder appearing on the books of the Corporation, the obligation to deliver to such holder such shares of stock, securities or assets or other change to a as, in accordance with the foregoing provisions, such holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable entitled to the adjustments provided for in this Warrant. The provisions of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transferspurchase.

Reorganizations, etc. In caseIf after the date hereof, at any time on or prior to the end of the Exercise Period, of any capital reorganization, of any reorganization or reclassification of the stock Common Stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares)Corporation, or the consolidation or merger of the Company Corporation with another corporation, or into another corporation (other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) or of the sale of all or substantially all the properties and of its assets to another corporation or other similar event shall be effected then, as a condition of the Company to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger merger, or sale, (x) lawful, fair and adequate provision shall be exercisable made whereby the registered Holder of the Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrant and in lieu of the Common Stock of the Corporation immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the kind and number of shares of stock or other securities or property Common Stock of the Company or Corporation equal to the number of shares of Common Stock of the corporation resulting from such consolidation or surviving such merger or to which such properties Corporation immediately theretofore purchasable and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable receivable upon the exercise hereof immediately prior to of the rights represented by the Warrant, had such reorganization, reclassification, consolidation, merger merger, or sale. In any sale not taken place and (y) in such caseevent, adequate and appropriate provision shall be made with respect to the Company shallrights and interests of such Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable upon the exercise of the Warrant) shall thereafter be applicable, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, nearly as the case may be, to execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the remainder of the Exercise Period and upon such exercise to receive, in lieu of each any share of Common Stock theretofore issuable stock, securities, or assets thereafter deliverable upon the exercise of this Warranthereof. The Corporation shall not effect any such consolidation, merger, or sale unless, prior to the consummation thereof, the kind successor corporation (if other than the Corporation) resulting from such consolidation or merger, or the corporation purchasing such assets, shall assume or accept, by written instrument executed and amount of delivered to such Holder, the obligation to deliver such shares of stock, other securities, money and property issuable or payableassets which, as in accordance with the case may beforegoing provisions, upon such merger, consolidation, sale of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as Holder may be practicable entitled to the adjustments provided for in this Warrant. The provisions of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transferspurchase.

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the consolidation of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), with or the consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger or to which the Common Stock issuable (at the time of such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease, or other transfer if such exercise had taken place immediately prior thereto; and in any such case, if necessary, the Company shall, as condition precedent provisions set forth herein with respect to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that rights and interest thereafter of the holder of this Warrant shall have be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the right to exercise such new Warrant during the remainder of the Warrant. In case of any distribution by the Company of any security (including rights or warrants to subscribe for any such securities) of the Company, evidence of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Period Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of which shall be the total number of outstanding shares of Common Stock multiplied by the Market Price on the record date mentioned below, less the Fair Market Value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and upon the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Market Price; such exercise adjustment shall become effective as of the record date for the determination of stockholders entitled to receive, in lieu receive such distribution. The subdivision or combination of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount Warrant at any time outstanding into a greater or lesser number of shares of stock, other securities, money and property issuable Common Stock (whether with or payable, as without par value) shall not be deemed to be a reclassification of the case may be, upon such merger, consolidation, sale Common Stock of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide the Company for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions purposes of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transfersclause (iii).

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the consolidation of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), with or the consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger or to which the Common Stock issuable (at the time of such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such case, if necessary, the Company shall, as condition precedent provisions set forth herein with respect to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that rights and interests thereafter of the holder of this Warrant shall have be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the right exercise of this Warrant. In case of any distribution by the Company of any security (including rights or warrants to exercise subscribe for any such new Warrant during the remainder securities but excluding Common Stock and any securities referred to in Section 3.1(a)(ii) of the Company, evidence of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Period and upon such exercise to receive, Price in lieu effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of each share which shall be the total number of outstanding shares of Common Stock theretofore multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant, the kind and amount Warrant at any time outstanding into a greater or lesser number of shares of stock, other securities, money and property issuable Common Stock (whether with or payable, as without par value) shall not be deemed to be a reclassification of the case may be, upon such merger, consolidation, sale Common Stock of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide the Company for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions purposes of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transfersclause (vi).

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, of any capital reorganization, case of any reclassification of or reorganization of, or other similar event with respect to, the stock of the Company outstanding Shares (other than a change in under Section 6(a), Section 6(b) or Section 6(c) hereof or that solely affects the par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of sharessuch Shares), or in the case of any merger or consolidation or merger of the Company with or into another corporation (other than a Change of Control or a consolidation or merger in which the Company is the continuing operation corporation and which that does not result in any change reclassification or reorganization of the outstanding Shares), or in the Warrant Shares or in any distribution case of any securities, evidences sale or conveyance to another corporation or entity of indebtedness, rights, cash the assets or other property to security holders of the Company) or of the sale of all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holders shall thereafter have the right to any receive, on the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares or other corporationsecurities of the Company immediately theretofore issuable and receivable upon the exercise of the rights represented thereby, this Warrant shall, after such reorganization, reclassification, consolidation, merger or sale, be exercisable for the kind and number amount of shares of stock or other securities or property of the Company or of the corporation resulting from (including cash) receivable upon such reclassification, reorganization, merger, consolidation or surviving similar event, or upon a dissolution following any such merger sale or to which such properties and assets shall have been sold to which such holder transfer, that the Holder would have been entitled to receive if he such Holder had held the Warrant Shares issuable upon the exercise hereof exercised his, her or its Warrant(s) immediately prior to such reorganizationevent (the “Alternative Issuance” ); provided, reclassificationhowever, that (i) if the holders of the Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon any such consolidation, merger or sale. In any such caseother event, the Company shall, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the remainder of the Exercise Period and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, then the kind and amount of shares of stock, other securities, money cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and property issuable amount received per share by the holders of the Shares in such consolidation or payablemerger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Shares, each Holder shall be entitled to receive as the case may beAlternative Issuance, upon such mergerthe highest amount of cash, consolidation, sale of assets securities or other change property to which such Holder would actually have been entitled as a holder shareholder if such Holder had exercised its Warrant(s) prior to the expiration of one share such tender or exchange offer, accepted such offer and all of Common Stock. Such new Warrant shall provide for the Shares held by such Holder had been purchased pursuant to such tender or exchange offer, subject to adjustments that shall be (from and after the consummation of such tender or exchange offer) as nearly equivalent as may be practicable possible to the adjustments provided for in this WarrantSection 6. The provisions of this Section 8 6(d) shall similarly apply to successive mergersreclassifications, reorganizations, mergers or consolidations, sale sales or other transfers or similar events. In no event will the Exercise Price be reduced to less than the par value per Share (or other security) issuable upon exercise of assets such Warrant. In the case of any event described in this Section 6(d), appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after any such event to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other changes and transferssecurities deliverable after that event upon the exercise of this Warrant.

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the consolidation of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), with or the consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger or to which the Common Stock issuable (at the time of such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such case, if necessary, the Company shall, as condition precedent provisions set forth herein with respect to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that rights and interests thereafter of the holder of this Warrant shall have be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the right exercise of this Warrant. Jn case of any distribution by the Company of any security (including rights or warrants to exercise subscribe for any such new Warrant during the remainder securities, evidences of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Period and upon such exercise to receive, Price in lieu effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of each share which shall be the total number of outstanding shares of Common Stock theretofore multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant, the kind and amount Warrant at any time outstanding into a greater or lesser number of shares of stock, other securities, money and property issuable Common Stock (whether with or payable, as without par value) shall not be deemed to be a reclassification of the case may be, upon such merger, consolidation, sale Common Stock of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide the Company for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions purposes of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transfersclause (v).

Reorganizations, etc. In case, at If any time on reorganization or prior to the end of the Exercise Period, of any capital reorganization, of any reclassification of the capital stock of the Company, or recapitalization of the Company, or distribution by the Company (other than a change in par value by dividend or from par value otherwise) to no par value or from no par value to par value or as a result all holders of a its Common Stock of assets (including securities and evidences of indebtedness, but excluding any stock dividend referred to in Section 4 and any dividend paid in cash out of the earned surplus or subdivision, split-up or combination capital surplus of sharesthe Company), or the consolidation or merger of the Company with or into another corporation (other than a consolidation entity, or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) or of the sale of all or substantially all of the properties and assets of the Company (each of the foregoing being referred to any other corporationas an "Extraordinary Event") shall be effected, then, as a condition of such Extraordinary Event, lawful and adequate provision shall be made whereby the Optionee shall thereafter have the right to purchase and receive upon the terms and conditions herein specified (and, if the outstanding shares of Common Stock are being converted or exchanged as a result of such Extraordinary Event, in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon exercise of this Warrant shall, after option) such reorganization, reclassification, consolidation, merger securities or sale, property as may be exercisable issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the kind and number of shares of stock or other Common Stock immediately theretofore purchasable and receivable upon the exercise of this option had such Extraordinary Event not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the Optionee to the end that the provisions hereof (including, without limitation, provisions for adjustments of the exercise price and of the number of Shares purchasable upon the exercise of this option) shall thereafter be applicable, as nearly as may be, in relation to any securities or property of thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation or of merger unless, prior to or contemporaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or surviving such merger or shall assume by written instrument executed and delivered to which such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such reorganization, reclassification, consolidation, merger or sale. In any such caseOptionee, the Company shall, as condition precedent obligation to deliver to the Optionee such transaction, execute a new Warrant securities or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the remainder of the Exercise Period and upon such exercise to receiveproperty as, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrantaccordance with the foregoing provisions, the kind and amount of shares of stock, other securities, money and property issuable or payable, as the case may be, upon such merger, consolidation, sale of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as Optionee may be practicable entitled to the adjustments provided for in this Warrant. The provisions of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transferspurchase or receive.

Reorganizations, etc. In caseIf after the date hereof, at any time on or prior to the end of the Exercise Period, of any capital reorganization, of any reorganization or reclassification of the stock Common Stock of the Company (other than a change in par value covered by Section 4(a) or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares(b)), or the consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing operation and which does not result in any reclassification or change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) outstanding Common Stock), or of the sale of all or substantially all the properties and of its assets to another corporation or other similar event shall be effected then, as a condition of the Company to any other corporation, this Warrant shall, after such reorganization, reclassification, consolidation, merger merger, or sale, lawful, fair and adequate provision shall be exercisable made whereby the Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified herein or in the Warrant and in lieu of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares of stock, securities, or assets as may be issuable or payable with respect to or in exchange for the kind and number of shares of stock or other securities or property Common Stock of the Company or equal to the number of shares of Common Stock of the corporation resulting from such consolidation or surviving such merger or to which such properties Company immediately theretofore purchasable and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable receivable upon the exercise hereof immediately prior to of the rights represented by the Warrant, had such reorganization, reclassification, consolidation, merger merger, or sale. In any sale not taken place and in such caseevent, adequate and appropriate provision shall be made with respect to the Company shallrights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock purchasable upon the exercise of the Warrant) shall thereafter be applicable, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, nearly as the case may be, to execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant during the remainder of the Exercise Period and upon such exercise to receive, in lieu of each any share of Common Stock theretofore issuable stock, securities, or assets thereafter deliverable upon the exercise of this Warranthereof. The Company shall not effect any such consolidation, merger, or sale unless, prior to the consummation thereof, the kind and amount successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing such assets, shall agree in writing, as part of any such transaction, to provide the Holder with such shares of stock, other securities, money and property issuable or payableassets which, as in accordance with the case may beforegoing provisions, upon such merger, consolidation, sale of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as the Holder may be practicable entitled to the adjustments provided for in this Warrant. The provisions of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transferspurchase.

Reorganizations, etc. In case, at any time on or prior to the end of the Exercise Period, case of any capital reorganizationreorganization of the Company, or of any reclassification of the stock Common Stock, or in case of the consolidation of the Company (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), with or the consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the continuing operation and which does not result in any change in the Warrant Shares or in any distribution of any securities, evidences of indebtedness, rights, cash or other property to security holders of the Company) Person or of the sale sale, lease or other transfer of all or substantially all of the properties and assets of the Company to any other corporationPerson, this Warrant shall, after such capital reorganization, reclassification, consolidation, merger merger, sale, lease or saleother transfer, be exercisable for the kind and number of shares of stock or other securities or property of the Company or of the corporation resulting from such consolidation or surviving such merger or to which the Common Stock issuable (at the time of such properties and assets shall have been sold to which such holder would have been entitled if he had held the Warrant Shares issuable upon the exercise hereof immediately prior to such capital reorganization, reclassification, consolidation, merger merger, sale, lease or other transfer) upon exercise of this Warrant would have been entitled to receive upon such capital reorganization, reclassification, consolidation, merger, sale. In , lease or other transfer if such exercise had taken place; and in any such case, if necessary, the Company shall, as condition precedent provisions set forth herein with respect to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, to execute a new Warrant, providing that rights and interests thereafter of the holder of this Warrant shall have be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock or other securities or property thereafter deliverable on the right exercise of this Warrant. In case of any distribution by the Company of any security (including rights or warrants to exercise subscribe for any such new Warrant during the remainder securities, evidences of its indebtedness, cash or other assets to all of the holders of its Common Stock, then in each such case the Exercise Period and upon such exercise to receive, Price in lieu effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction the numerator of each share which shall be the total number of outstanding shares of Common Stock theretofore multiplied by the Current Market Price on the record date mentioned below, less the fair market value (as determined in good faith by the Board of Directors) of the securities, evidences of its indebtedness, cash or other assets distributed by the Company and the denominator of which shall be the total number of outstanding shares of Common Stock multiplied by the Current Market Price; such adjustment shall become effective as of the record date for the determination of stockholders entitled to receive such distribution. The subdivision or combination of shares of Common Stock issuable upon exercise of this Warrant, the kind and amount Warrant at any time outstanding into a greater or lesser number of shares of stock, other securities, money and property issuable Common Stock (whether with or payable, as without par value) shall not be deemed to be a reclassification of the case may be, upon such merger, consolidation, sale Common Stock of assets or other change to a holder of one share of Common Stock. Such new Warrant shall provide the Company for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions purposes of this Section 8 shall similarly apply to successive mergers, consolidations, sale of assets and other changes and transfersclause (v).