Common use of Preservation of Purchase Rights Upon Merger, Consolidation, etc Clause in Contracts

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of Scios with or merger of Scios into another corporation or other entity or in case of any sale, transfer or lease to another corporation or other entity of all or substantially all the property of Scios, Scios or such successor or purchasing corporation or other entity, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) execute with PharmaBio an agreement that PharmaBio will have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will be made during the term of this Warrant Agreement or upon the exercise of this Warrant Agreement. Any agreement executed under Subsection 8(b)(ii) or (iii) will provide for adjustments, which will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The provisions of this Subsection 8(b) will similarly apply to successive consolidations, mergers, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of Scios the Company with or merger of Scios the Company into another corporation or other entity or in case of any sale, transfer sale or lease conveyance to another corporation or other entity of all the property, assets or business of the Company as an entirety or substantially all as an entirety, the property of Scios, Scios Company or such successor or purchasing corporation or other entity, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) shall execute with PharmaBio the Warrantholder an agreement that PharmaBio will the Warrantholder shall have the right thereafter, upon any exercise of the Warrant Shares becoming exercisable, Warrants and payment of the Exercise Warrant Price in effect immediately prior to such actionconsolidation, merger or sale, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such consolidation, merger, salesale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), transfer or lease in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had this Warrant Agreement the Warrants been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will be made during the term of this Warrant Agreement or upon the exercise of this Warrant Agreementmerger. Any agreement executed under Subsection 8(b)(ii) or (iii) will such agreements referred to in this subsection 7.4 shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 87 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this Subsection 8(b) will subsection 7.4 shall similarly apply to successive consolidations, mergers, sales, transfers sales or leasesconveyances.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of connection with any consolidation of Scios with the Corporation with, or amalgamation, arrangement or merger of Scios into the Corporation with or into, another corporation or trust (including, without limitation, pursuant to a “takeover bid”, “tender offer” or other entity acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation or other entity trust of all or substantially all the property of Sciosthe Corporation, Scios the Corporation or such successor or purchasing corporation or other entitytrust, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) shall execute with PharmaBio the Warrantholder an agreement or issue an instrument providing a right such that PharmaBio will the Warrantholder shall have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this each Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, arrangement, merger, sale, transfer or lease had this such Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) the Warrantholder shall be bound to accept such shares and other securities and property in lieu of this Subsection 8(b)the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will shall be made during the term of this a Warrant Agreement or upon the exercise of this Warrant Agreementa Warrant. Any such agreement executed under Subsection 8(b)(ii) or (iii) will instrument shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8Schedule “A”. The provisions of this Subsection 8(b) will section 4 shall similarly apply to successive consolidations, mergers, amalgamations, arrangements, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of Scios the Company with or merger of Scios the Company with or into another corporation or other entity Person or in case of any sale, transfer or lease to another corporation or other entity Person of all or substantially all the property assets of Sciosthe Company, Scios the Company or such successor or purchasing corporation or other entityPerson, as the case may be, will, at its option, shall agree (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, and such merger, sale, consolidation or transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (Bassets shall not be consummated without such agreement) the then current Exercise Price, (ii) execute with PharmaBio an agreement that PharmaBio will each Holder thereafter shall have the right thereafteronly to receive, and such Warrant shall only represent the right to receive, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities securities, cash and other property which PharmaBio he would have owned or have been entitled to receive after the happening of such consolidationcon solidation, merger, sale, transfer or lease had this Warrant Agreement been exercised immediately prior to such actionaction (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or (iii) combine its options under (i) and (ii) transfer is not the same for each share of Common Stock of the Company, then for the purpose of this Subsection 8(bSection the kind and amount of securities, cash and other property receivable upon exercise of this Warrant immediately after such consolidation, merger, sale or transfer shall be the kind and amount so receivable per share by a majority of the holders of Common Stock); provided, howeverand if the successor or purchasing Person is not a corporation, that no adjustment in such person shall provide appropriate tax indemnification with respect of cash dividends, interest or -------- ------- other income on or from to such shares or and other securities and property will be made during the term of this Warrant Agreement or so that upon the exercise of this Warrant Agreementthe Warrant, the Holder would have the same benefits it otherwise would have had if such successor or purchasing Person were a corporation. Any Such agreement executed under Subsection 8(b)(ii) or (iii) will shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The provisions of this Subsection 8(b) will Article III and that such adjustments shall similarly apply to successive consolidations, mergers, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of Scios with or merger of Scios into another corporation or other entity or in case of any sale, transfer or lease to another corporation or other entity of all or substantially all the property of Scios, Scios or such successor or purchasing corporation or other entity, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisableIncrement has vested, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) execute with PharmaBio an agreement that PharmaBio will have the right thereafter, upon vesting of any of the Warrant Shares becoming exercisable, Increment and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will be made during the term of this Warrant Agreement or upon the exercise of this Warrant Agreement. Any agreement executed under Subsection 8(b)(ii) or (iii) will provide for adjustments, which will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8. The provisions of this Subsection 8(b) will similarly apply to successive consolidations, mergers, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of any consolidation of Scios the Company with or merger of Scios the Company into another corporation or other entity or in case of any sale, transfer or lease to another corporation or other entity of all or substantially all the property of Sciosthe Company, Scios the Company or such successor or purchasing corporation or other entitycorporation, as the case may be, will, at its option, (i) if any shall execute with the Warrant Agent an agreement that each Holder shall have the right thereafter upon payment of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) execute with PharmaBio an agreement that PharmaBio will have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, action to purchase upon exercise of this each Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this such Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will shall be made during the term of this a Warrant Agreement or upon the exercise of this Warrant Agreementa Warrant. Any The Company shall mail by first class mail, postage prepaid, to each Holder, notice of the execution of any such agreement. Such agreement executed under Subsection 8(b)(ii) or (iii) will shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 810. The provisions of this Subsection 8(b) will subsection 10.4 shall similarly apply to successive consolidations, mergers, sales, transfers or leases. The Warrant Agent shall be under no duty or responsibility to determine the correctness of any provisions contained in any such agreement relating to the kind or amount of shares of stock or other securities or property receivable upon exercise of Warrants or with respect to the method employed and provided therein for any adjustments and shall be entitled to rely upon the provisions contained in any such agreement.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In ------------------------------------------------------------------- case of any consolidation of Scios the Company with or merger of Scios the Company into another corporation or other entity or in case of any sale, transfer sale or lease conveyance to another corporation or other entity of all the property, assets or business of the Company as an entirety or substantially all as an entirety, the property of Scios, Scios Company or such successor or purchasing corporation or other entity, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) shall execute with PharmaBio the Warrantholder an agreement that PharmaBio will the Warrantholder shall have the right thereafter, upon any exercise of the Warrant Shares becoming exercisable, Warrants and payment of the Exercise Warrant Price in effect immediately prior to such actionconsolidation, merger or sale, to purchase upon exercise of this Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such consolidation, merger, salesale or conveyance had the Warrants been exercised immediately prior thereto. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision), transfer or lease in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation (after such event) shall agree to substitute for the Warrants its warrants entitling the holder thereof to purchase the kind and amount of shares and other securities and property which it would have been entitled to receive had this Warrant Agreement the Warrants been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) of this Subsection 8(b); provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will be made during the term of this Warrant Agreement or upon the exercise of this Warrant Agreementmerger. Any agreement executed under Subsection 8(b)(ii) or (iii) will such agreements referred to in this subsection 7.4 shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 87 hereof, and shall contain substantially the same terms, conditions and provisions as are contained herein immediately prior to such event. The provisions of this Subsection 8(b) will subsection 7.4 shall similarly apply to successive consolidations, mergers, sales, transfers sales or leasesconveyances.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case connection with any (i) reclassification or redesignation of the Common Shares, any consolidation change of Scios with the Common Shares into other shares or securities or any other capital reorganization involving the Common Shares other than as set forth in this Section 7; (ii) consolidation, amalgamation, arrangement or merger of Scios the Company with or into another corporation body corporate which results in a reclassification or redesignation of the Common Shares or a change of the Common Shares into other shares or securities (including, without limitation, pursuant to a “take-over bid”, “tender offer” or other entity acquisition of all or in case substantially all of any the outstanding Common Shares); or (iii) sale, transfer or lease to another corporation or other entity of all or substantially all the property of Scios, Scios or such successor or purchasing corporation or other entity, as the case may be, will, at its option, (i) if any assets of the Warrant Shares are exercisableCompany, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) execute with PharmaBio an agreement that PharmaBio will Holder shall have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this each Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such reclassification, redesignation, consolidation, amalgamation, arrangement, merger, sale, transfer or lease had this such Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) the Holder shall be bound to accept such shares and other securities and property in lieu of this Subsection 8(b)the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will shall be made during the term of this a Warrant Agreement or upon the exercise of a Warrant. If necessary, as a result of any actions contemplated by this Section, appropriate adjustments shall be made in the application of the provisions of this Warrant Agreement. Any agreement executed under Subsection 8(b)(ii) or (iii) will provide for adjustments, which will Certificate with respect to the rights and interests thereafter of the Holder to the end that the provisions shall thereafter correspondingly be made applicable as nearly equivalent as may reasonably be practicable possible in relation to any shares or other securities or property thereafter deliverable upon the adjustments provided for in this Section 8exercise of the Warrants. The provisions of this Subsection 8(b) will paragraph shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of connection with any consolidation of Scios the Corporation with, or amalgamation, arrangement, merger or any other business combination of the Corporation with or merger of Scios into into, another corporation or corporations (including, without limitation, pursuant to a takeover bid, tender offer or other entity acquisition of all or substantially all of the outstanding Shares) or in case of any sale, transfer or lease to another corporation or other entity of all or substantially all the property of Sciosthe Corporation, Scios the Corporation or such successor or purchasing corporation or other entitycorporation, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) will execute with PharmaBio the Holder an agreement that PharmaBio the Holder will have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this each Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, arrangement, business combination merger, sale, transfer or lease had this such Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) the Holder will be bound to accept such shares and other securities and property in lieu of this Subsection 8(b)the Shares to which it was previously entitled; provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- other income on or from such shares or other securities and property will be made during the term of this a Warrant Agreement or upon the exercise of this Warrant Agreementa Warrant. Any such agreement executed under Subsection 8(b)(ii) or (iii) will provide for adjustments, which will be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8Schedule “A”. The provisions of this Subsection 8(b) Section 4.5 will similarly apply to successive consolidations, mergers, amalgamations, arrangements, business combinations, sales, transfers or leases.

Preservation of Purchase Rights Upon Merger, Consolidation, etc. In case of connection with any consolidation of Scios with the Company with, or amalgamation or merger of Scios into the Company with or into, another corporation (including, without limitation, pursuant to a "takeover bid", "tender offer" or other entity acquisition of all or substantially all of the outstanding Common Shares) or in case of any sale, transfer or lease to another corporation or other entity of all or substantially all the property of Sciosthe Company, Scios the Company or such successor or purchasing corporation or other entitycorporation, as the case may be, will, at its option, (i) if any of the Warrant Shares are exercisable, pay PharmaBio an amount in cash equal to the number of Warrant Shares then exercisable pursuant to this Warrant Agreement multiplied by the difference between (A) the value of the aggregate consideration in the consolidation, merger, sale, transfer or lease divided by the number of fully-diluted shares of Common Stock then outstanding and (B) the then current Exercise Price, (ii) shall execute with PharmaBio the Warrantholder an agreement that PharmaBio will the Warrantholder shall have the right thereafter, upon any of the Warrant Shares becoming exercisable, and payment of the Exercise Price in effect immediately prior to such action, to purchase upon exercise of this each Warrant Agreement the kind and amount of shares and other securities and property which PharmaBio it would have owned or have been entitled to receive after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had this such Warrant Agreement been exercised immediately prior to such action, or (iii) combine its options under (i) and (ii) the Warrantholder shall be bound to accept such shares and other securities and property in lieu of this Subsection 8(b)the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of cash dividends, interest or -------- ------- B8 other income on or from such shares or other securities and property will shall be made during the term of this a Warrant Agreement or upon the exercise of this Warrant Agreementa Warrant. Any such agreement executed under Subsection 8(b)(ii) or (iii) will shall provide for adjustments, which will shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 8Schedule "A". The provisions of this Subsection 8(b) will Article 4 shall similarly apply to successive consolidations, mergers, amalgamation, sales, transfers or leases.