Common use of Reorganizations, Mergers and Consolidations Clause in Contracts

Reorganizations, Mergers and Consolidations. In case the capital stock of the Company shall be recapitalized including, without limitation, by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such recapitalization, lawful and adequate provision shall be made whereby each holder of an Underwriters' Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Units theretofore purchasable upon the exercise of the Underwriters' Warrants, the kind and amount of shares of stock or Other Securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant would have had the right to have purchased immediately prior to such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriters' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriters' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of common stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation 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 Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase.

Reorganizations, Mergers and Consolidations. In case If at any time or from time to time after the capital stock date hereof there is a reorganization of the Company shall be recapitalized including, without limitation, by reclassifying its outstanding Common Stock (or Other Securities) into other than a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such recapitalization, lawful and adequate provision shall be made whereby each holder of an Underwriters' Warrant shall thereafter have the right to purchasesubdivision, upon the terms and conditions specified hereincombination, in lieu of the Units theretofore purchasable upon the exercise of the Underwriters' Warrants, the kind and amount reclassification or exchange of shares of stock or Other Securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant would have had the right to have purchased immediately prior to such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange provided for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified elsewhere in this Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities Section 4) or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriters' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriters' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a merger or consolidation of the Company with or into another corporation corporation, then, as a result part of which a number such reorganization, merger or consolidation, provision shall be made so that the Registered Holder of shares this Warrant thereafter shall be entitled to receive, upon exercise of common stock of the surviving corporation greater or lesser than this Warrant, the number of shares of Common Stock of the Company outstanding immediately prior to such merger stock or consolidation are issuable to holders of Common Stock other securities or property of the Company, then or of such successor corporation resulting from such reorganization, merger or consolidation, to which a holder of Common Stock would have been entitled on such reorganization, merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the Registered Holder of this Warrant after the reorganization, merger or consolidation to the end that the provisions of this Section 4 (including adjustment of the Purchase Price then in effect immediately prior and number of shares issuable upon exercise of this Warrant, as applicable) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. This Section 4(d) shall similarly apply to successive reorganizations, mergers and consolidations. Notwithstanding the foregoing, if any such reorganization, merger or consolidation shall be adjusted constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the same manner as though there were a subdivision or combination Exchange Act, (b) an acquisition of the outstanding Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market (as defined below), then the Company (or any such successor or surviving entity) shall require that the Registered Holder waive the above requirements of this Section 4(d) in exchange for a payment of cash on the closing date of such reorganization, merger or consolidation, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such reorganization, merger or consolidation, provided that the per share consideration to be received by the holders of shares of Common Stock upon the consummation of the Company. The Company will not effect any such consolidationreorganization, merger or saleconsolidation is less than the Exercise Price. Concurrently with such payment, unless prior this Warrant shall be cancelled. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable reorganization, merger or consolidation and reflecting (i) a risk-free interest rate corresponding 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 executed and mailed or delivered U.S. Treasury rate for a period equal to the registered holder hereof at the last address remaining term of this Warrant as of such holder appearing date and (ii) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg. “Eligible Market” means the books of the CompanyAmerican Stock Exchange, the obligation to deliver to such holder such shares of stockThe New York Stock Exchange, securities Inc., The Nasdaq Capital Market, The NASDAQ Global Market or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchaseThe NASDAQ Global Select Market.

Reorganizations, Mergers and Consolidations. In case If at any time, or from time to time, after the capital stock Original Issue Date, there is a reorganization of the Company shall be recapitalized includingCorporation (other than a recapitalization, without limitationsubdivision, by reclassifying its outstanding Common combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Corporation with or into another corporation (except an event which is governed under Section 4.3 in which the holders of Series A Preferred Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common and Series B Preferred Stock (or Other Securities) with par value have not elected to stock without par valuemake Section 4.3 inapplicable), then, as a condition part of such recapitalizationreorganization, lawful and adequate merger or consolidation, provision shall be made whereby each holder so that the holders of an Underwriters' Warrant the Series A Preferred Stock and Series B Preferred Stock thereafter shall thereafter have the right be entitled to purchasereceive, upon the terms and conditions specified herein, in lieu conversion of the Units theretofore purchasable upon the exercise of the Underwriters' WarrantsSeries A Preferred Stock and Series B Preferred Stock, the kind and amount number of shares of stock or Other Securities receivable upon other securities or property of the Corporation, or of such recapitalization by successor corporation resulting from such reorganization, merger or consolidation, to which a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant deliverable upon conversion would have had the right to have purchased immediately prior to been entitled on such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidationreorganization, merger or sale, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in . In any such case, appropriate provision adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights and interests of the holders of Underwriters' Warrants the Series A Preferred Stock and Series B Preferred Stock after the reorganization, merger or consolidation to the end that the provisions hereof of this Section 6 (including without limitation provisions for adjustments adjustment of the Purchase Conversion Price then in effect and of the number of shares purchasable and receivable issuable upon the exercise conversion of the Underwriters' WarrantsSeries A Preferred Stock and Series B Preferred Stock) shall thereafter be applicable, applicable after that event and be as nearly equivalent to the provisions hereof as may bebe practicable. This Section 6.7 shall similarly apply to successive reorganizations, in relation to any shares of stockmergers and consolidations, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price Notwithstanding anything to the value for the Common Stock reflected by the terms of such consolidation or merger contrary contained in this Section 6, if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a any reorganization, merger or consolidation is approved by the vote of stockholders required by Section 5 hereof, then such transaction and the rights of the Company with or into another corporation as a result holders of which a number of shares of common stock of the surviving corporation greater or lesser than the number of shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock of the Company outstanding immediately prior pursuant to such reorganization, merger or consolidation are issuable to holders will be governed by the documents entered into in connection with such transaction and not by the provisions of Common Stock of the Company, then the Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Company. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation 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 Company, the obligation to deliver to such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchasethis Section 6.7.

Reorganizations, Mergers and Consolidations. In case If at any time or from time to time after the capital stock date hereof there is a reorganization of the Company shall be recapitalized including, without limitation, by reclassifying its outstanding Common Stock (or Other Securities) into other than a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such recapitalization, lawful and adequate provision shall be made whereby each holder of an Underwriters' Warrant shall thereafter have the right to purchasesubdivision, upon the terms and conditions specified hereincombination, in lieu of the Units theretofore purchasable upon the exercise of the Underwriters' Warrants, the kind and amount reclassification or exchange of shares of stock or Other Securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant would have had the right to have purchased immediately prior to such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange provided for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified elsewhere in this Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities Section 3) or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriters' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriters' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a merger or consolidation of the Company with or into another corporation corporation, then, as a result part of which a number such reorganization, merger or consolidation, provision shall be made so that the Registered Holder of shares this Warrant thereafter shall be entitled to receive, upon exercise of common stock of the surviving corporation greater or lesser than this Warrant, the number of shares of Common Stock of the Company outstanding immediately prior to such merger stock or consolidation are issuable to holders of Common Stock other securities or property of the Company, then or of such successor corporation resulting from such reorganization, merger or consolidation, to which a holder of Common Stock would have been entitled on such reorganization, merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the Registered Holder of this Warrant after the reorganization, merger or consolidation to the end that the provisions of this Section 3 (including adjustment of the Purchase Price then in effect immediately prior and number of shares issuable upon exercise of this Warrant, as applicable) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. This Section 3(d) shall similarly apply to successive reorganizations, mergers and consolidations. Notwithstanding the foregoing, if any such reorganization, merger or consolidation shall be adjusted constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the same manner as though there were a subdivision or combination Exchange Act, (b) an acquisition of the outstanding Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market (as defined below), then the Company (or any such successor or surviving entity) shall require that the Registered Holder waive the above requirements of this Section 3(d) in exchange for a payment of cash on the closing date of such reorganization, merger or consolidation, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such reorganization, merger or consolidation, provided that the per share consideration to be received by the holders of shares of Common Stock upon the consummation of the Company. The Company will not effect any such consolidationreorganization, merger or saleconsolidation is less than the Exercise Price. Concurrently with such payment, unless prior this Warrant shall be cancelled. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable reorganization, merger or consolidation and reflecting (i) a risk-free interest rate corresponding 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 executed and mailed or delivered U.S. Treasury rate for a period equal to the registered holder hereof at the last address remaining term of this Warrant as of such holder appearing date and (ii) an expected volatility equal to the ___ – day volatility obtained from the HVT function on Bloomberg. “Eligible Market” means the books of the CompanyAmerican Stock Exchange, the obligation to deliver to such holder such shares of stockThe New York Stock Exchange, securities Inc., The Nasdaq Capital Market, The NASDAQ Global Market or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchaseThe NASDAQ Global Select Market.

Reorganizations, Mergers and Consolidations. In case the capital stock of the Company If any Extraordinary Event shall be recapitalized including, without limitation, by reclassifying its outstanding Common Stock (or Other Securities) into a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par valueeffected, then, as a condition of such recapitalizationExtraordinary Event, the Company shall cause lawful and adequate provision shall be made whereby each holder of an Underwriters' Warrant shall thereafter have the right to purchase, upon the terms and conditions specified herein, in lieu of the Units theretofore purchasable upon the exercise of the Underwriters' Warrants, the kind and amount of shares of stock or Other Securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant would have had the right to have purchased immediately prior to such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the registered holder hereof of this Warrant shall thereafter have the right to purchase and receive receive, upon exercise hereof and the basis and upon payment of the terms and conditions specified in this Agreement and exercise price, in lieu of the Units Common Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented herebythis Warrant, such shares of stock, securities or assets Property (including Cash) as may be issued or payable with respect to or in exchange for a number of outstanding shares Common Shares of such Common Stock equal to the number of shares of such stock Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby this Warrant had such consolidation, merger or sale Extraordinary Event not taken place, and in any such case, case appropriate provision shall be made with respect to the rights and interests of the holders holder of Underwriters' Warrants this Warrant to the end that the provisions hereof (including including, without limitation limitation, provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriters' Warrantsthis Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets Property thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price hereof. The foregoing provisions shall similarly apply to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a merger or consolidation of the Company with or into another corporation as a result of which a number of shares of common stock of the surviving corporation greater or lesser than the number of shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are issuable to holders of Common Stock of the Company, then the Purchase Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock of the Companysuccessive Extraordinary Events. The Company will shall not effect any such consolidation, merger or salesale that constitutes an Extraordinary Event unless, unless prior to the consummation thereof thereof, the successor corporation company (if other than the Company) resulting from such consolidation or merger or the corporation company purchasing such assets in an Extraordinary Event shall assume by written instrument executed and mailed or delivered to the registered holder hereof Holder at the last address of such holder registered Holder appearing on the books of the Company, the obligation to deliver to such holder registered Holder such shares of stock, securities or assets Property as, in accordance with the foregoing provisions, such holder registered Holder may be entitled to purchase.purchase or receive. Final Form

Reorganizations, Mergers and Consolidations. In case If at any time or from time to time after the capital stock date hereof there is a reorganization of the Company shall be recapitalized including, without limitation, by reclassifying its outstanding Common Stock (or Other Securities) into other than a stock with a different par value or by changing its outstanding Common Stock (or Other Securities) with par value to stock without par value, then, as a condition of such recapitalization, lawful and adequate provision shall be made whereby each holder of an Underwriters' Warrant shall thereafter have the right to purchasesubdivision, upon the terms and conditions specified hereincombination, in lieu of the Units theretofore purchasable upon the exercise of the Underwriters' Warrants, the kind and amount reclassification or exchange of shares of stock or Other Securities receivable upon such recapitalization by a holder of the number of shares of Common Stock (or Other Securities) which the holder of an Underwriters' Warrant would have had the right to have purchased immediately prior to such recapitalization. If any 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 shall be entitled to receive stock, securities or assets with respect to or in exchange provided for Common Stock, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby the holder hereof shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions specified elsewhere in this Agreement and in lieu of the Units immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, securities Section 4) or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale not taken place, and in any such case, appropriate provision shall be made with respect to the rights and interests of the holders of Underwriters' Warrants to the end that the provisions hereof (including without limitation provisions for adjustments of the Purchase Price and of the number of shares purchasable and receivable upon the exercise of the Underwriters' Warrants) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Purchase Price to the value for the Common Stock reflected by the terms of such consolidation or merger if the value so reflected is less than the Purchase Price in effect immediately prior to such consolidation or merger). In the event of a merger or consolidation of the Company with or into another corporation corporation, then, as a result part of which a number such reorganization, merger or consolidation, provision shall be made so that the Registered Holder of shares this Warrant thereafter shall be entitled to receive, upon exercise of common stock of the surviving corporation greater or lesser than this Warrant, the number of shares of Common Stock of the Company outstanding immediately prior to such merger stock or consolidation are issuable to holders of Common Stock other securities or property of the Company, then or of such successor corporation resulting from such reorganization, merger or consolidation, to which a holder of Common Stock would have been entitled on such reorganization, merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the Registered Holder of this Warrant after the reorganization, merger or consolidation to the end that the provisions of this Section 4 (including adjustment of the Purchase Price then in effect immediately prior and number of shares issuable upon exercise of this Warrant, as applicable) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. This Section 4(d) shall similarly apply to successive reorganizations, mergers and consolidations. Notwithstanding the foregoing, if any such reorganization, merger or consolidation shall be adjusted constitutes or results in (a) a “going private” transaction as defined in Rule 13e-3 under the same manner as though there were a subdivision or combination Exchange Act, (b) an acquisition of the outstanding Company primarily for cash, or (c) an acquisition, merger or sale with or into a Person not traded on an Eligible Market (as defined below), then the Company (or any such successor or surviving entity) shall require that the Registered Holder waive the above requirements of this Section 4(d) in exchange for a payment of cash on the closing date of such reorganization, merger or consolidation, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the closing date of such reorganization, merger or consolidation, provided that the per share consideration to be received by the holders of shares of Common Stock upon the consummation of the Company. The Company will not effect any such consolidationreorganization, merger or saleconsolidation is less than the Exercise Price. Concurrently with such payment, unless prior this Warrant shall be cancelled. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day immediately following the public announcement of the applicable reorganization, merger or consolidation and reflecting (i) a risk-free interest rate corresponding 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 executed and mailed or delivered U.S. Treasury rate for a period equal to the registered holder hereof at the last address remaining term of this Warrant as of such holder appearing date and (ii) an expected volatility equal to the ___ – day volatility obtained from the HVT function on Bloomberg. “Eligible Market” means the books of the CompanyAmerican Stock Exchange, the obligation to deliver to such holder such shares of stockThe New York Stock Exchange, securities Inc., The Nasdaq Capital Market, The NASDAQ Global Market or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchaseThe NASDAQ Global Select Market.