Common use of Capital Reorganization Clause in Contracts

Capital Reorganization. If after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). The provisions of this Section 4.5 shall similarly apply to successive Capital Reorganizations. Without limiting the generality of the first sentence of this Section 4.5, the effect of such sentence in the context of a merger ("Formation Merger") of the Company in connection with the formation of a holding company ("Holding Company"), in which merger the holders of Common Stock receive solely shares of common stock of the Holding Company, and the number of fully diluted shares of outstanding common stock of the Holding Company immediately following the Formation Merger is equal to the number of fully diluted shares of outstanding Common Stock of the Company immediately prior to the Merger, shall be that (i) this Warrant shall be exercisable for the number of shares of common stock of the Holding Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised immediately prior to such Formation Merger, and (ii) the provisions of Article III, this Article IV, and Section 6.10 shall thereafter apply to the Holding Company, such that references to the Company in such Articles and such Section shall be deemed to be references to the Holding Company, and references to the Common Stock shall be deemed to be references to the common stock of the Holding Company.

Capital Reorganization. If after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), ) in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a ______________________________________ Footnote continued from previous page. 170 constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall execute and deliver to each Warrantholder and to the Warrant Agency an agreement as to the Warrantholder's rights in accordance with this Section 4.5, providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The provisions of this Section 4.5 shall similarly apply to successive Capital Reorganizations. Without limiting the generality of the first sentence of this Section 4.5, the effect of such sentence in the context of a merger ("Formation Merger") of the Company in connection with the formation of a holding company ("Holding Company"), in which merger the holders of Common Stock receive solely shares of common stock of the Holding Company, and the number of fully diluted shares of outstanding common stock of the Holding Company immediately following the Formation Merger is equal to the number of fully diluted shares of outstanding Common Stock of the Company immediately prior to the Merger, shall be that (i) this Warrant shall be exercisable for the number of shares of common stock of the Holding Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised immediately prior to such Formation Merger, and (ii) the provisions of Article III, this Article IV, and Section 6.10 shall thereafter apply to the Holding Company, such that references to the Company in such Articles and such Section shall be deemed to be references to the Holding Company, and references to the Common Stock shall be deemed to be references to the common stock of the Holding Company.

Capital Reorganization. If after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). The provisions of this Section 4.5 shall similarly apply to successive Capital Reorganizations. Without limiting the generality of the first sentence of this Section 4.5, the effect of such sentence in the context of a merger ("Formation Merger") of the Company in connection with the formation of a holding company ("Holding Company"), in which merger the holders of Common Stock receive solely shares of common stock of the Holding Company, and the number of fully diluted shares of outstanding common stock of the Holding Company immediately following the Formation Merger is equal to the number of fully diluted shares of outstanding Common Stock of the Company immediately prior to the Merger, shall be that (i) this Warrant shall be exercisable for the number of shares of common stock of the Holding Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised immediately prior to such Formation Merger, and (ii) the provisions of Article III, this Article IV, and Section 6.10 shall thereafter apply to the Holding Company, such that references to the Company in such Articles and such Section shall be deemed to be references to the Holding Company, and references to the Common Stock shall be deemed to be references to the common stock of the Holding Company.in

Capital Reorganization. If after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company KTI is a party, other than a consolidation or a merger in which the Company KTI is a continuing corporation 9 and which does not result in any reclassification of, or change (other than a Common Stock stock Reorganization or a change in par value), in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company KTI as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder Consultant shall have the right to purchase, upon exercise of this Warrantthe Option, the kind and amount of shares of stock and other securities and property (including cash, but if all cash, then the Option must be exercised within 30 days after such effective date, as the end of which period the Option shall terminate) which the Holder Consultant would have owned or have been entitled to receive after such Capital Reorganization if this Warrant the Option had been exercised immediately prior to such Capital Reorganization, assuming such holder Consultant (i) is not a person with which the Company KTI consolidated or into which the Company KTI merged or which merged into the Company KTI or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate affiliate of a constituent person and (ii) failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidationconsolidated, merger, sale or conveyance by other than a constituent person or an Affiliate affiliate thereof and in respect of which such rights of election shall not have been exercised exercise ("non-electing share"), then for the purposes of this Section Appendix A the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, KTI or the successor or surviving corporation thereto, as the case may be, shall execute and deliver to Consultant an agreement as to Consultant's rights in accordance with this Section (d), providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Appendix A. The provisions of this Section 4.5 (d) shall similarly apply to successive Capital Reorganizations. Without limiting the generality of the first sentence of this Section 4.5, the effect of such sentence in the context of a merger ("Formation Merger") of the Company in connection with the formation of a holding company ("Holding Company"), in which merger the holders of Common Stock receive solely shares of common stock of the Holding Company, and the number of fully diluted shares of outstanding common stock of the Holding Company immediately following the Formation Merger is equal to the number of fully diluted shares of outstanding Common Stock of the Company immediately prior to the Merger, shall be that (i) this Warrant shall be exercisable for the number of shares of common stock of the Holding Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised immediately prior to such Formation Merger, and (ii) the provisions of Article III, this Article IV, and Section 6.10 shall thereafter apply to the Holding Company, such that references to the Company in such Articles and such Section shall be deemed to be references to the Holding Company, and references to the Common Stock shall be deemed to be references to the common stock of the Holding Company.

Capital Reorganization. If after the date of issuance of this Warrant there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization or a change in par value), ) in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a "Capital Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization, assuming such holder Holder (i) is not a person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or conveyance was made, as the case may be ("constituent person"), or an Affiliate of a constituent person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization (provided that if the kind or amount of securities, cash or other property receivable upon such Capital Reorganization is not the same for each share of Common Stock held immediately prior to such consolidation, merger, sale or conveyance by other than a constituent person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section the kind and amount of shares of stock and other securities or other property (including cash) receivable upon such Capital Reorganization shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall execute and deliver to each Holder and to the Warrant Agency an agreement as to the Holder's rights in accordance with this Section 4.5, providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Article IV. The provisions of this Section 4.5 shall similarly apply to successive Capital Reorganizations. Without limiting the generality of the first sentence of this Section 4.5, the effect of such sentence in the context of a merger ("Formation Merger") of the Company in connection with the formation of a holding company ("Holding Company"), in which merger the holders of Common Stock receive solely shares of common stock of the Holding Company, and the number of fully diluted shares of outstanding common stock of the Holding Company immediately following the Formation Merger is equal to the number of fully diluted shares of outstanding Common Stock of the Company immediately prior to the Merger, shall be that (i) this Warrant shall be exercisable for the number of shares of common stock of the Holding Company which the Holder would have owned or have been entitled to receive if this Warrant had been exercised immediately prior to such Formation Merger, and (ii) the provisions of Article III, this Article IV, and Section 6.10 shall thereafter apply to the Holding Company, such that references to the Company in such Articles and such Section shall be deemed to be references to the Holding Company, and references to the Common Stock shall be deemed to be references to the common stock of the Holding Company.