Common use of Reorganizations, Mergers or Consolidations Clause in Contracts

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Original Issue Date, the Common Stock is converted into other securities or property, whether pursuant to a reorganization, merger, consolidation or otherwise (other than a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 5), as a part of such transaction provision shall be made so that the holders of the Convertible Preferred shall thereafter be entitled to receive upon conversion of such Convertible Preferred the number of shares of stock or other securities or property to which a holder of the maximum number of shares of Common Stock deliverable upon conversion would have been entitled in connection with such transaction, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Convertible Preferred after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Conversion Prices then in effect and the number of shares issuable upon conversion of the Convertible Preferred) shall be applicable after that event and be as nearly equivalent as practicable. The Corporation shall not be a party to any reorganization, merger or consolidation in which the Corporation is not the surviving entity unless the entity surviving such transaction assumes, by written instrument satisfactory to the Required Holders, all the Corporation’s obligations hereunder.

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Original Series B Issue Date, the Common Stock is converted into other securities or property, whether pursuant to a reorganization, merger, consolidation or otherwise (other than a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 5), as a part of such transaction transaction, provision shall be made so that the holders of the Convertible Series B Preferred shall thereafter be entitled to receive upon conversion of such Convertible the Series B Preferred the number of shares of stock or other securities or property of the Corporation to which a holder of the maximum number of shares of Common Stock deliverable upon conversion would have been entitled in connection with such transaction, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Convertible Series B Preferred after the capital reorganization such transaction to the end that the provisions of this Section 5 (including adjustment of the Series B Conversion Prices Rate then in effect and the number of shares issuable upon conversion of the Convertible Series B Preferred) shall be applicable after that event and be as nearly equivalent as practicable. The Corporation shall not be a party to In the case of any reorganization, merger or consolidation in which the Corporation is not the surviving entity entity, the Corporation shall not consummate the transaction unless the entity surviving such transaction assumesassumes all of the Corporation's obligations hereunder. If at any time or from time to time after the Original Series B Issue Date, the Common Stock issuable upon the conversion of the Series B Preferred is changed into the same or a different number of shares of any class or classes of stock, whether by written instrument satisfactory recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or a reorganization, merger or consolidation provided for elsewhere in this Section 5), in any such event each holder of Series B Preferred shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable in connection with such recapitalization, reclassification or other change with respect to the Required Holdersmaximum number of shares of Common Stock into which such shares of Series B Preferred could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustments as provided herein or with respect to such other securities or property by the Corporation’s obligations hereunderterms thereof.

Reorganizations, Mergers or Consolidations. If at any time or from time to time after the Original Issue Date, the Common Stock is converted into other securities or property, whether pursuant to a reorganization, merger, consolidation or otherwise (other than a recapitalization, subdivision, combination, reclassification, exchange or substitution of shares provided for elsewhere in this Section 5), as a part of such transaction provision shall be made so that the holders of the Convertible Preferred shall thereafter be entitled to receive upon conversion of such Convertible Preferred the number of shares of stock or other securities or property to which a holder of the maximum number of shares of Common Stock deliverable upon conversion would have been entitled in connection with such transaction, subject to adjustment in respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Convertible Preferred after the capital reorganization to the end that the provisions of this Section 5 (including adjustment of the Conversion Prices then in effect and the number of shares issuable upon conversion of the Convertible Preferred) shall be applicable after that event and be as nearly equivalent as practicable. The Corporation shall not be a party to any reorganization, merger or consolidation in which the Corporation is not the surviving entity unless the entity surviving such transaction assumes, by written instrument satisfactory to the Required Holdersholders of a majority of the Convertible Preferred, all the Corporation’s obligations hereunder.

Reorganizations, Mergers or Consolidations. If Subject to the provisions of Section 2.2.b, if at any time time, there is a recapitalization or from time to time after the Original Issue Date, statutory exchange of the Common Stock is converted into other securities or property, whether pursuant to a reorganization, the merger, consolidation or otherwise (other than a recapitalization, subdivision, combination, reclassification, exchange or substitution consolidation of shares provided for elsewhere in this Section 5), the Company with or into another corporation or another entity or Person as a part of such transaction recapitalization or statutory exchange, or if there is a sale or conveyance of all or substantially all of the Company's assets to any other Person, provision shall be made so that the holders of the Convertible Preferred Holders shall thereafter be entitled to receive upon conversion of such Convertible Preferred the Debentures the number of shares of stock or other securities or property of the Company or any successor Person otherwise to which a holder of the maximum number of shares of Common Stock Stock, deliverable upon conversion thereof, would have been entitled in connection with on such transactionevent, subject to adjustment in respect of such stock or securities by the terms thereof. In the event of a recapitalization, merger, consolidation, or asset sale, the Company or the successor or purchasing Person, as the case may be, shall execute and deliver to the Holder a successor Debenture with identical provisions providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities, property or assets (including cash) receivable by a Holder of a number of shares of Common Stock issuable upon conversion of such Debentures immediately prior to such event. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 2.4 with respect to the rights of the holders of Convertible Preferred Holders after the capital reorganization such event to the end that the provisions of this Section 5 2.4 (including adjustment of the Conversion Prices Price then in effect and the number of shares issuable upon conversion of the Convertible PreferredDebentures) shall be applicable after that event and be as nearly equivalent as practicable. The Corporation shall not be a party to any reorganization, merger or consolidation in which the Corporation is not the surviving entity unless the entity surviving such transaction assumes, by written instrument satisfactory to the Required Holders, all the Corporation’s obligations hereunder.