Common use of Reclassification or Merger Clause in Contracts

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) providing that the Holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3(a) shall similarly apply to successive reclassification, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, reclassification or change or conversion of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation corpora tion (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the CompanyCompany shall, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, shall to execute a new Warrant) , providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3paragraph 4. The provisions of this Section 3(asubparagraph (a) shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) Warrant providing that the Holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder Holder of one share of Common Stockstock issuable upon the exercise hereof. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 36. The provisions of this Section 3(a) paragraph 6.A shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, reclassification or change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the Holder a new Warrant (in form and substance satisfactory to the Holder), or the Company shall make appropriate provision without the issuance of a new Warrant) providing , so that the Holder of this Warrant shall have the right to receive upon exercise such new Warrant of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and upon such exercise to receive, in lieu of each share the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share the number of shares of Common StockStock then purchasable under this Warrant. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 3(asubparagraph (a) shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.. (b)

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new WarrantWarrant (in form and substance satisfactory to the Warrantholder) providing EXECUTION XXXX 00000000 that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 35, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same. The provisions of this Section 3(asubsection (a) shall similarly apply to successive reclassification, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, reclassification or change or conversion of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the CompanyCompany shall, as condition precedent to such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, shall to execute a new Warrant) , providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock Series C Preferred theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common StockSeries C Preferred. Such new Warrant shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3paragraph 4. The provisions of this Section 3(asubparagraph (a) shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In Subject to earlier termination of this Warrant under Section 1 above, in any case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in the par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation corporation, and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) Warrant (in form and substance satisfactory to Holder), providing that the Holder of this Warrant shall have the right to exercise such new Warrant and and, upon such exercise exercise, to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one (1) share of Common Stock. Such new Warrant shall provide for adjustments adjustment that shall be as nearly equivalent as may be practicable to the adjustments adjustment provided for in this Section 38. The provisions of this Section 3(a) subsection 8.a shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case ease of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) Warrant providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to stock issuable upon the adjustments provided for in this Section 3exercise hereof. The provisions of this Section 3(a) paragraph 2.1.1 shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of (i) any reclassification, change reclassification or conversion changes of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of (ii) any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of (iii) any sale of all or substantially all of the assets of the Company, the CompanyCompany shall, as a condition precedent to any such transaction, execute a new Warrant or cause such successor or purchasing corporation, as the case may be, shall to execute a new Warrant) , providing that the Holder of this Warrant Warrant, upon exercise, shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock Share theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common StockShare. Such new Warrant shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3paragraph 6. The provisions of this Section 3(asubparagraph (a) shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In Subject to Section 1, in case of any -------------------------- reclassification, change or or, conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance, satisfactory to the holder of this Warrant) providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Paragraph 4. The provisions of this Section 3(a) 4.2 shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation or entity (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporationcorporation or entity, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the holder of this Warrant) providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. Appendix I. The provisions of this Section 3(a) 3 shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In Subject to earlier termination of this Warrant under Section 1 above, in any case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in the par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company Corporation with or into another corporation (other than a merger with another corporation in which the Company Corporation is a continuing corporation corporation, and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the CompanyCorporation, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) Warrant (in form and substance satisfactory to Holder), providing that the Holder of this Warrant shall have the right to exercise such new Warrant and and, upon such exercise exercise, to receive, in lieu of each share of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one (1) share of Common Stock. Such new Warrant shall provide for adjustments adjustment that shall be as nearly equivalent as may be practicable to the adjustments adjustment provided for in this Section 38. The provisions of this Section 3(a) subsection 8.a. shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, change change, or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to Holder a new Warrant) providing warrant (in form and substance reasonably satisfactory to Holder), so that the Holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, at a total purchase price not to exceed that payable upon the exercise of this Warrant, and in lieu of each share the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of capital stock, other securities, money money, and property receivable upon such that reclassification, change change, or merger by a holder of one share the number of shares of Common StockStock then purchasable under this Warrant. Such That new Warrant warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 35. The provisions of this Section 3(asubsection (a) shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfersmergers.

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant) Warrant providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stockstock issuable upon the exercise hereof. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 35. The provisions of this Section 3(a) paragraph 5.1 shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.

Reclassification or Merger. In case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par pay value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the holder of this Warrant) providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Stock theretofore therefore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Stock. Such new Warrant shall provide for adjustments 19 that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Paragraph 4. The provisions of this Section 3(a) 4.1 shall similarly apply to successive reclassification, changes, mergers and transfers.

Reclassification or Merger. In Subject to Section 1, in case of any reclassification, change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value top to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute a new Warrant (in form and substance satisfactory to the holder of this Warrant) providing that the Holder holder of this Warrant shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of Common Series C Convertible Preferred Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger by a holder of one share of Common Series C Convertible Preferred Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3Paragraph 4. The provisions of this Section 3(a) 4.1 shall similarly apply to successive reclassificationreclassifications, changes, mergers and transfers.