Common use of Reorganizations and Asset Sales Clause in Contracts

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Preferred Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Preferred Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Preferred Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the its assets of the Company to another corporation, shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be madethen, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby each Warrantholder registered holder of Warrants shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise shares of Stock immediately theretofore receivable upon the exercise of such Warrants, such shares of Stock, securities or assets as may be issued or payable with respect to or in exchange for the a number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise shares of Stock immediately theretofore so receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In , and in any such case appropriate provision provisions shall be made with respect to the rights and interests of such Warrantholder so holder to the end that the provisions hereof (including, without limitation, provisions for adjustment of this Agreement the Purchase Price and of the number of shares issuable upon exercise and for the registration of the Registrable Securities to the extent and as provided in Section 5, shall thereafter be applicable with respect applicable, as nearly as may be, in relation to any shares of Stock, securities or assets thereafter deliverable upon the exercise of the such Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the purchaser of corporation purchasing such assets shall assume by written instrument instrument, executed and delivered to each registered holder of Warrants the Warrants, the obligation to deliver to such holder such shares of Stock, securities or assets as as, in accordance with the foregoing provisions, such holder may be entitled to receive, subject to payment and containing the express assumption of such successor corporation of the Exercise Price. Notwithstanding any other due and punctual performance and observance of every provision contained herein, of this Warrant to be performed and observed by the Company may, upon notice and subject to of all liabilities and obligations of the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04Company hereunder.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the its assets of the Company to another corporation shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be madethen, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby each Warrantholder the Holder of this Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified herein in this Warrant and in lieu of the Warrant Shares otherwise shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of such Warrantsthe rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the a number of outstanding shares of Common Stock equal to such stock immediately theretofore purchasable and receivable upon the number exercise of Warrant Shares otherwise receivable the rights represented hereby had such reorganization, reclassification, consolidation, merger or sale not taken place. In , and in any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so the Holder of this Warrant to the end that the provisions hereof (including without limitation provisions for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise of this Agreement Warrant) shall thereafter be applicable with respect applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of the Warrantshereof. The Company shall not effect any such consolidation, merger or sale sale, unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Company) resulting from such consolidation or merger or the purchaser of corporation purchasing such assets shall assume assume, by written instrument delivered executed and mailed by first class mail, postage prepaid, to each holder the Holder hereof at the last address of Warrants such Holder appearing on the register maintained by the Company, the obligation to deliver to such holder Holder such shares of stock, securities or assets as as, in accordance with the foregoing provisions, such holder Holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04purchase.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon exercise of the Warrants upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the a number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable issuable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case case, appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof thereof, the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company Company, shall be effected in such a way that the holders of the shares of Common Preferred Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Preferred Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Preferred Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities securities, assets or assets other property with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in addition to or in lieu of (as applicable) the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets or other property as may be would have been issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had after the happening of such reorganization, reclassification, consolidation, merger or sale not taken placehad such Warrantholder exercised such Warrant immediately prior to such action. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities securities, assets or assets other property thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities securities, or assets or other property as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization ------------------------------- or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock Shares shall be entitled to receive securities or assets with respect to or in exchange for shares of Common StockShares, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock Shares equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case case, appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof thereof, the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock Shares shall be entitled to receive securities or assets with respect to or in exchange for shares of Common StockShares, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock Shares equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Companycapital stock of the Issuer, or any consolidation or merger of the Company Issuer with another corporation, or the sale of all or substantially all of the its assets of the Company to another corporation shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be madethen, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby each Warrantholder the Holders of Securities shall thereafter have the right to receive, upon the basis and upon the terms and conditions specified herein in Securities and in lieu of the Warrant Shares otherwise shares of Common Stock immediately theretofore receivable upon the exercise of such Warrantsthe rights represented hereby, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the a number of outstanding shares of Common Stock equal to such stock immediately theretofore receivable upon the number exercise of Warrant Shares otherwise receivable the rights represented hereby had such reorganization, reclassification, consolidation, merger or sale not taken place. In , and in any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so the Holders of the Securities to the end that the provisions hereof (including without limitation provisions for adjustments of this Agreement the Conversion Price and of the number of shares receivable upon the conversion) shall thereafter be applicable with respect applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of the Warrantsconversion. The Company Issuer shall not effect any such consolidation, merger or sale sale, unless prior to or simultaneously with the consummation thereof the survivor or successor corporation (if other than the Issuer) resulting from such consolidation or merger or the purchaser of corporation purchasing such assets shall assume assume, by written instrument delivered executed and mailed by first class mail, postage prepaid, to each holder the Holders of Warrants the Securities at the last address of such Holders appearing on the register maintained by the Issuer, the obligation to deliver to such holder Holders such shares of stock, securities or assets as as, in accordance with the foregoing provisions, such holder Holders may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If the Company (i) consummates any capital ------------------------------- reorganization or reclassification of the CompanyCommon Stock, other than a subdivision or combination of the Common Stock for which an adjustment is required pursuant to Section 5.1 or a dividend for which an adjustment is required pursuant to Section 5.2, (ii) consolidates with or merges into any other Person and is not the continuing or surviving corporation of such consolidation or merger, (iii) permits any other Person to consolidate with or merge into the Company in a transaction in which the Company shall be the continuing or surviving Person, but in connection with which the Common Stock shall be changed into or exchanged for other securities of any other Person or any other property, or any consolidation (iv) sells or merger of the Company with another corporation, or the sale otherwise disposes of all or substantially all of the its assets to any other Person and thereafter is dissolved (any event referred to in clause (i), (ii), (iii) or (iv) above, an "Event"), so that, as a result of the Company shall be effected in any such a way that the Event, holders of the shares of Common Stock shall be are entitled to receive securities or assets with respect to or in exchange for shares other property by reason of their ownership of the Common Stock, adequate provision shall be madethen, prior to and as a condition upon any exercise of this Warrant after the consummation of such reorganizationEvent, reclassification, consolidation, merger or sale, whereby each Warrantholder the Holder shall have the right to receive, receive the amount and kind of securities or other property which the Holder would have received upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise consummation of such Warrants, Event if such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal exercise had been effective immediately prior to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests consummation of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the WarrantsEvent. The Company shall not effect consummate any such consolidationEvent unless, merger or sale unless prior to or simultaneously with the consummation thereof of such Event, the survivor or successor corporation Person resulting from any such consolidation or merger (if other than the Company), or the purchaser Person purchasing all or substantially all of such assets shall assume the Company's assets, assumes by a binding written instrument delivered (i) the performance of the Company's obligations under this Warrant, as adjusted, as nearly as reasonably practicable, to each holder of Warrants reflect such Event, and (ii) the obligation to deliver to such holder the Holder such securities or assets as such holder other property as, in accordance with the foregoing provisions of this Section 5.3, the Holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company Company, shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock Shares shall be entitled to receive securities or assets with respect to or in exchange for shares of Common StockShares, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon exercise of Warrants in accordance with the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock Shares equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case case, appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement Warrant shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof thereof, the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive; provided, subject however, that if the Company is to payment be liquidated or dissolved following any reorganization, reclassification, consolidation or sale of all or substantially all of its assets and in connection with such liquidation or dissolution, the holders of Common Stock shall be entitled to receive cash, the requirements of this Section 2.05 shall be satisfied if the Company shall provide for the distribution to each Warrantholder of the amount of cash to which such Warrantholder would have been entitled if such Warrantholder had exercised all of such Warrantholder's outstanding Warrants less the then-applicable aggregate Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04Price therefor.

Reorganizations and Asset Sales. If any capital ------------------------------- reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder Warrant holder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder Warrant holder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If Notwithstanding anything herein to the contrary, if any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporationPerson, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable issuable upon the exercise of such Warrants, such securities or assets as may be issued issuable or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal issuable upon exercise of the Warrants, immediately prior to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken placesale. In any such case case, appropriate provision shall be made with respect to the rights and interests of such each Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof thereof, the survivor surviving or successor corporation Person resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants Warrantholder the obligation to deliver to such holder Warrantholder such securities or assets as such holder Warrantholder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock shall be entitled to receive securities securities, assets or assets other property with respect to or in exchange for shares of Common Stock, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in addition to or in lieu of (as applicable) the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets or other property as may be would have been issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of Warrant Shares otherwise receivable had after the happening of such reorganization, reclassification, consolidation, merger or sale not taken placehad such Warrantholder exercised such Warrant immediately prior to such action. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities securities, assets or assets other property thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities securities, assets or assets other property as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common [Common/Preferred] Stock [of the same class] shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock[Common/Preferred] Stock [of the same class], adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common [Common/Preferred] Stock [of the same class] equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.

Reorganizations and Asset Sales. If any capital reorganization or reclassification of the Company, or any consolidation or merger of the Company with another trust or corporation, or the sale of all or substantially all of the assets of the Company shall be effected in such a way that the holders of the shares of Common Stock Shares shall be entitled to receive securities or assets with respect to or in exchange for shares of Common StockShares, adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation, merger or sale, whereby each Warrantholder shall have the right to receive, upon the terms and conditions specified herein and in lieu of the Warrant Shares otherwise receivable upon the exercise of such Warrants, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock Shares equal to the number of Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation, merger or sale not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such Warrantholder so that the provisions of this Agreement shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of the Warrants. The Company shall not effect any such consolidation, merger or sale unless prior to or simultaneously with the consummation thereof the survivor or successor corporation entity resulting from such consolidation or merger or the purchaser of such assets shall assume by written instrument delivered to each holder of Warrants the obligation to deliver to such holder such securities or assets as such holder may be entitled to receive, subject to payment of the Exercise Price. Notwithstanding any other provision contained herein, the Company may, upon notice and subject to the provisions of Section 4.03 hereof, terminate the Warrants in the event of a consolidation or merger described in this Section 3.04.