Common use of Reverse Merger Clause in Contracts

Reverse Merger. (i) The Company shall use its best efforts to effectuate not later than April 30, 2007 a share exchange transaction pursuant to which all of the outstanding Shares of the Company together with all of the Notes and Warrants issued pursuant to this Agreement and the Common PIPE Securities Purchase Agreement shall be exchanged for equivalent securities of a British Virgin Islands corporation which shall have the class of its common equity securities registered under the Securities Exchange Act of 1934, but which shall have substantially no other assets, liabilities or business (the “Shell”) and as a result of which immediately after the consummation of the share exchange, holders of shares of capital stock of the Shell, other than (A) the Common PIPE Buyers, (B) holders of Management Restricted Stock and (C) holders of Acquisition Sellers Stock, shall own not more than 2.17% of the outstanding shares of capital stock of the Shell (the “Share Exchange”); provided, however, that the Company shall have no obligation to facilitate the Share Exchange unless the Company is advised by a Buyer or the Placement Agent, on or before April 15, 2007, that a corporation meeting the foregoing criteria is available to be the subject of the Share Exchange and the Company does not reasonably determine after conducting reasonable due diligence procedures that such identified corporation does not meet some or all of the foregoing criteria. (ii) Each of the Buyers agrees to consummate the Share Exchange promptly upon terms and conditions and documents reasonably acceptable to the Buyers provided that the Shell meets all of the criteria specified in Section 4(z)(i).

Reverse Merger. (i) The Company shall use its best efforts to effectuate not later than April 30, 2007 a share exchange transaction pursuant to which all of the outstanding Shares of the Company together with all of the Notes and Warrants issued pursuant to this Agreement and all of the Common PIPE Securities Notes and Warrants issued pursuant to the Notes and Warrants Purchase Agreement shall be exchanged for equivalent securities of a British Virgin Islands corporation which shall have the class of its common equity securities registered under the Securities Exchange Act of 1934, but which shall have substantially no other assets, liabilities or business (the “Shell”) and as a result of which immediately after the consummation of the share exchange, holders of shares of capital stock of the Shell, other than (A) the Common PIPE Buyers, (B) holders of Management Restricted Stock and (C) holders of Acquisition Sellers Stock, shall own not more than 2.17% of the outstanding shares of capital stock of the Shell (the “Share Exchange”); provided, however, that the Company shall have no obligation to facilitate the Share Exchange unless the Company is advised by a Buyer or the Placement Agent, on or before April 15, 2007, that a corporation meeting the foregoing criteria is available to be the subject of the Share Exchange and the Company does not reasonably determine after conducting reasonable due diligence procedures that such identified corporation does not meet some or all of the foregoing criteria. (ii) Each of the Buyers agrees to consummate the Share Exchange promptly upon terms and conditions and documents reasonably acceptable to the Buyers provided that the Shell meets all of the criteria specified in Section 4(z)(i4(r)(i).