Common use of Reorganization Events Clause in Contracts

Reorganization Events. In the event of: (1) any consolidation or merger of the Company with or into another person pursuant to which the Common Stock is changed into or exchanged for cash, securities or other property of the Company or another person; (2) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification of the Common Stock into other securities; (each of which is referred to as a “Reorganization Event”) each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 12.

Reorganization Events. In the event of: (1i) any consolidation or merger of the Company with or into another person pursuant to (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock is changed into outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another personcorporation); (2ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company, Company in each case pursuant to which the holders of Common Stock is converted into would be entitled to receive cash, securities or other propertyproperty for their shares of Common Stock; or (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification of the any binding share exchange which reclassifies or changes its outstanding Common Stock into or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or other securitiesproperty for their shares of Common Stock; (each of which is referred to as a “Reorganization Event”) ,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders Holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Propertythereon, and without any right to dividends or distribution on such Exchange Property distributions thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person Person. Upon the conversion of any Convertible Preferred Stock pursuant to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind Section 7 or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 1214.

Reorganization Events. In the event of: (1i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another person Person, in each case, pursuant to which at least a majority of the Common Stock is changed into or converted into, or exchanged for for, cash, securities or other property of the Company or another personPerson; (2ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all a majority of the property and assets of the Company, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification reclassification, recapitalization or reorganization of the Common Stock into other securities; (each of which is referred to as each, a “Reorganization Event”) ), each share of the Convertible Series B-1 Preferred Stock outstanding immediately prior to such Reorganization Event willshall, without the consent of the holders of the Convertible Preferred StockHolders and subject to 12(d) and 13(b), remain outstanding but shall become convertible into the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, Property and without any right to dividends or distribution distributions on such Exchange Property which that have a record date that is prior to the applicable Conversion Date) per that the Holder of such share of Series B-1 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-1 Preferred Stock into the applicable number of shares of Common Stock by a holder immediately prior to the effective date of Common Stock the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable upon on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this Section 12(a), the kind and amount of securities, cash and other property receivable upon on conversion following such Reorganization Event will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or Stock. For the avoidance of all such holders doubt, if none make an election). On each Conversion Date following any Reorganization Event constitutes a Reorganization EventChange of Control, the Conversion Rate then in effect will be applied to the value on such Conversion Date provisions of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 129 shall also apply.

Reorganization Events. In the event of: (1i) any consolidation or merger of the Company Corporation with or into another person pursuant to Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the shares of Common Stock is changed into outstanding immediately prior to the merger or consolidation are not exchanged for for, or converted into, cash, securities securities, or other property of the Company Corporation or another personcorporation); (2ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all the property and assets of the Company, in each case pursuant to which the Common Stock is converted into cash, securities or other propertyCorporation; or (3iii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition) ), any reclassification or reclassification of the any binding share exchange which reclassifies or changes its outstanding Common Stock into other securitiesStock; (each of which is referred to as a “Reorganization Event”) ), each share of the Convertible Preferred Designated Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Designated Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) ), receivable in such Reorganization Event (without any interest on such Exchange Propertythereon, and and, solely with respect to dividends or distributions described in Section 3(b) above, without any right (in connection with such Reorganization Event) to dividends or distribution on such Exchange Property thereon which have a record date that is prior to the applicable Mandatory Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company Corporation consolidated or into which the Company Corporation merged or which merged into the Company Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company Corporation and non-Affiliates; provided that if the kind or and amount of securities, cash and other property Exchange Property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a9(a), the kind and amount of securities, cash and other property Exchange Property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each If the Mandatory Conversion Date following follows a Reorganization Event, the Conversion Rate then in effect will be applied to the value amount on such the Mandatory Conversion Date of such securities, cash or other property Exchange Property received per share of Common Stock, as determined in accordance with this Section 129.

Reorganization Events. In the event of: (1i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another person Person, in each case, pursuant to which at least a majority of the Common Stock is changed into or converted into, or exchanged for for, cash, securities or other property of the Company or another personPerson; (2ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all a majority of the property and assets of the Company, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification reclassification, recapitalization or reorganization of the Common Stock into other securities; (each of which is referred to as each, a “Reorganization Event”) ), each share of the Convertible Series B-2 Preferred Stock outstanding immediately prior to such Reorganization Event willshall, without the consent of the holders of the Convertible Preferred StockHolders and subject to 12(d) and 1(b), remain outstanding but shall become convertible into the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, Property and without any right to dividends or distribution distributions on such Exchange Property which that have a record date that is prior to the applicable Conversion Date) per that the Holder of such share of Series B-2 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-2 Preferred Stock into the applicable number of shares of Common Stock by a holder immediately prior to the effective date of Common Stock the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable upon on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this Section 12(a1(a), the kind and amount of securities, cash and other property receivable upon on conversion following such Reorganization Event will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or Stock. For the avoidance of all such holders doubt, if none make an election). On each Conversion Date following any Reorganization Event constitutes a Reorganization EventChange of Control, the Conversion Rate then in effect will be applied to the value on such Conversion Date provisions of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 129 shall also apply.

Reorganization Events. In the event of: of any (1a) any consolidation consolidation, merger, division, share exchange or merger other similar business combination of the Company Corporation with or into another person Person, in each case, pursuant to which the Voting Common Stock is changed will be converted into or exchanged for cash, securities or other property of the Company Corporation or another person; Person, or the right to receive cash, securities or other property of the Corporation or another Person, (2b) any sale, transfer, lease lease, conveyance or conveyance other disposition to another person Person of all or substantially all of the property and or assets of the CompanyCorporation or any of its subsidiaries, in each case case, pursuant to which the Voting Common Stock is will be converted into cash, securities or other property; or (3) any statutory exchange of securities property of the Company with Corporation or another Person, or the right to receive cash, securities or other property of the Corporation or another Person or (c) change, including by capital reorganization, reclassification or otherwise (other than a transaction resulting in connection with a merger or acquisition) or reclassification an adjustment pursuant to Section 4.5), of the Voting Common Stock into any other securities; securities (each of which is referred to as any such event, a “Reorganization Event”) ), each share of Non-Voting Common Stock shall be treated in all respects in the Convertible Preferred same manner as the shares of Voting Common Stock, including by each holder of any shares of Non-Voting Common Stock being entitled to receive, at the same time as the holders of any shares of Voting Common Stock and on a pro rata basis with the holders of any shares of Voting Common Stock (based upon the number of shares of Voting Common Stock then outstanding immediately prior and the number of shares of Non-Voting Common Stock then outstanding), the same form and per share amount of cash, securities or other property that the holders of shares of Voting Common Stock receives or is entitled to receive; provided that (i) except as otherwise provided herein, no holder of any shares of Non-Voting Common Stock shall be entitled to vote any shares of Non-Voting Common Stock on such Reorganization Event willand (ii) any securities into which any shares of Non-Voting Common Stock are converted into or exchanged for in such Reorganization Event shall (A) be non-voting securities with substantially identical voting and conversion rights, without privileges, preferences and limitations as the consent shares of Non-Voting Common Stock and (B) otherwise be treated in the same manner as the securities into which any shares of Voting Common Stock are converted into or exchanged for in such Reorganization Even (including through rights and provisions that are substantially identical to those set forth in Sections 4.4, 4.5 and 4.8 and this Section 4.7) ((A) and (B), the “Applicable Requirements”). With respect to any applicable Reorganization Event, the Corporation shall make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the then outstanding shares of Non-Voting Common Stock) and take such actions necessary to ensure that the Applicable Requirements are satisfied. If, with respect to any Reorganization Event, the holders of shares of Voting Common Stock have the right to elect the form of consideration to be received in such Reorganization Event, the holders of Non-Voting Common Stock shall be entitled to participate in such election on the same terms and subject to the same conditions, and in accordance with the same procedures and pro ration mechanics, that apply with respect to the right of the holders of the Convertible Preferred Stock, become convertible into the kind and amount shares of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Voting Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (make any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 12.

Reorganization Events. In the event of: (1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another person Person, in each case, pursuant to which the Common Stock (but not the Series A Preferred Stock) is changed into or converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another person; (2) any sale, transfer, lease or conveyance to another person Person of all or substantially all the property and assets of the CompanyCorporation, in each case pursuant to which the Common Stock (but not the Series A Preferred Stock) is converted into cash, securities or other property; or (3) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition) or reclassification reclassification, recapitalization or reorganization of the Common Stock (but not the Series A Preferred Stock) into other securities; , (each of which is referred to as a “Reorganization Event”) ), each share of the Convertible Series A Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Series A Preferred StockStock and subject to Section 9(k), remain outstanding but shall become convertible into into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per that the holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series A Preferred Stock into the applicable number of shares of Common Stock by a immediately prior to the effective date of the Reorganization Event, assuming that such holder of Common Stock that is not a Person with which the Company Corporation consolidated or into which the Company Corporation merged or which merged into the Company Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a9(j), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average average, as determined by the Corporation in good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock that affirmatively make an election (or designated for repurchase shall not affect the validity of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to proceedings for the value on such Conversion Date redemption of such securities, cash or any other property received per share shares of Common Series A Preferred Stock, as determined in accordance with this Section 12.

Reorganization Events. In the event of: (1i) any consolidation or merger of the Company with or into another person pursuant to which the Common Stock is changed into or exchanged for cash, securities or other property of the Company or another person; (2ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification of the Common Stock into other securities; (each of which is referred to as a “Reorganization Event”) each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest on such Exchange Property, and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a ““ Constituent PersonPerson ”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a10(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 1210.