Common use of Capital Reorganizations Clause in Contracts

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (a "Capital Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the Holder appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If there shall be any consolidation, consolidation or merger or amalgamation of to which the Company with another person or entity or any acquisition of capital stock of the Company by means of is a share exchangeparty, other than a consolidation, consolidation or a merger or share exchange in of which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a Common Stock Reorganization) 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, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then then, effective upon the effective date of such Capital Reorganization, the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope execute and substance deliver to each Warrantholder and to the Holder (which shall be mailed or delivered Warrant Agency an agreement as to the Holder of this Warrant at the last address of the Holder appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, Warrantholders' rights in accordance with this Section 4.5, providing, to the foregoing provisionsextent of any right to purchase equity securities hereunder, the Holder for subsequent adjustments as nearly equivalent as may be entitled practicable to purchase, and all other obligations of the Company set forth adjustments provided for in this WarrantArticle IV. The provisions of this Section 4.5 shall similarly apply to successive Capital Reorganizations.

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then simultaneously with the consummation of such Capital Reorganization the Holder of this Warrant shall no longer have the right be entitled to purchase Common Stock, but shall have instead the right receive warrants to purchase, upon exercise of on the same terms and conditions as are set forth in this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which a holder of the Holder number of Shares for which this Warrant is exercisable immediately prior to such Capital Reorganization would have owned or have been be entitled to receive pursuant to such Capital Reorganization; provided, however, that if so required by the acquirer in connection with any Capital Reorganization if described above, this Warrant had been shall be deemed exercised pursuant to Section 3(b), or if the Exercise Price is greater than the fair market value of each Share as determined by reference to the consideration paid per share of Common Stock in such Capital Reorganization, shall be deemed cancelled, in each case immediately prior to the effective date consummation of the such Capital Reorganization. As Subject to the immediately preceding proviso, as a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) ), the obligation to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, reasonably satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) the obligation to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective -effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, reasonably satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) the obligation to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then simultaneously with the consummation of such Capital Reorganization the Holder of this Warrant shall no longer have the right be entitled to purchase Common Stock, but shall have instead the right receive warrants to purchase, upon exercise of on the same terms and conditions as are set forth in this Warrant, the kind and amount of shares of stock and other securities and property (including cash) which a holder of the Holder number of Shares for which this Warrant is exercisable immediately prior to such Capital Reorganization would have owned or have been be entitled to receive pursuant to the Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) ), the obligation to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If there shall be any consolidation, merger or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger or share exchange in which the Company is the continuing corporation or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, reasonably satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) the obligation to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchase, and all other obligations of the Company set forth in this Warrant.

Capital Reorganizations. If (a) Subject to the Stockholders’ Agreement, if there shall be (i) any consolidation, consolidation or merger or amalgamation of to which the Company with another person or entity or any acquisition of capital stock of the Company by means of is a share exchangeparty, other than a consolidation, consolidation or a merger or share exchange in of which the Company is the continuing corporation surviving entity and which does not result in any reclassification of, or change (other than a Common Stock Reorganization) in, outstanding shares of Common Stock, (ii) any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, (iii) any recapitalization or corporate conversion of the Company, (iv) any reorganization reclassification of the capital stock of the Company, (v) any liquidation, dissolution or recapitalization winding up of the Company or (vi) any event similar to those set forth in (i) through (v) above (any event listed in (i) through (vi) above, a "“Capital Reorganization"”), then then, effective upon the effective date of such Capital Reorganization, the Holder of this Warrant shall no longer have the right to purchase shares of Common Stock, but shall have instead the right to purchase, upon exercise of this Series I Warrant, the kind and amount of shares of stock and other securities and property (including cash) which that the Holder would have owned or have been entitled to receive pursuant to the such Capital Reorganization if this Series I Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As For the avoidance of doubt, a condition to effecting any Capital Reorganization shall not include a Common Stock Reorganization, the Company Common Stock Distribution, Dividend or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the Holder appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and all other obligations of the Company set forth in this WarrantRedemption.

Capital Reorganizations. If there shall be any consolidation, consolidation or merger or amalgamation of to which the Company with another person or entity or any acquisition of capital stock of the Company by means of is a share exchangeparty, other than a consolidation, consolidation or a merger or share exchange in of which the Company is the continuing or surviving corporation and which does not result in any reclassification of, or change (other than an Adjustment Event) in, outstanding shares of Common Stock, or any sale or conveyance of all or substantially all of the property of the Company as an entirety or substantially as an entiretyCompany, or any reorganization or recapitalization of the Company (any such event being called a "“Capital Reorganization"”), then then, effective upon the effective date of such Capital Reorganization, the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope (a) execute and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the Holder appearing on the books of the Company) the obligation to deliver to the Holder shares of stock, securities, cash or property as, an agreement as to the Holder’s rights in accordance with this Section 4(b), providing, to the foregoing provisionsextent of any right to purchase equity securities hereunder, the Holder for subsequent adjustments as nearly equivalent as may be entitled practicable to purchase, and all other obligations of the Company set forth adjustments provided for in this WarrantSection 4. The provisions of this Section 4(b) shall similarly apply to successive Capital Reorganizations.

Capital Reorganizations. If there shall be any consolidation, merger merger, or amalgamation of the Company with another person or entity or any acquisition of capital stock of the Company by means of a share exchange, other than a consolidation, merger merger, or share exchange in which the Company is the continuing corporation corporation, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety, or any reorganization or recapitalization of the Company (any such event being called a "Capital Reorganization"), then the Holder of this Warrant shall no longer have the right to purchase Common Stock, but shall have instead 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 that the Holder would have owned or have been entitled to receive pursuant to the such Capital Reorganization if this Warrant had been exercised immediately prior to the effective date of the such Capital Reorganization. As a condition to effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall assume by a supplemental agreement, satisfactory in form, scope scope, and substance to the Holder (which shall be mailed or delivered to the Holder of this Warrant at the last address of the such Holder appearing on the books of the Company) the obligation to deliver to the such Holder such shares of stock, securities, cash cash, or property as, in accordance with the foregoing provisions, the such Holder may be entitled to purchasepurchase after giving effect to the Capital Reorganization, and all other obligations of the Company set forth in this Warrant.