Common use of Reorganizations, Mergers, Consolidations or Sales of Assets Clause in Contracts

Reorganizations, Mergers, Consolidations or Sales of Assets. If any of the following transactions (each a "Special Transaction") shall become effective: (a) a capital reorganization (other than a subdivision or combination of shares or a stock dividend, stock split, recapitalization or reclassification, or an exchange of shares or a substitution or other change, provided for elsewhere in this Article 3); (b) a consolidation or merger of Stores with and into another entity (where Stores is not the surviving entity or where there is a change in, or distribution with respect to, the Common Shares); or (c) a sale or conveyance of all or substantially all of Stores' assets, then, as a condition of the Special Transaction, lawful and adequate provision shall be made so that the Lenders and/or Holders shall thereafter have the right to purchase and receive upon exercise of this Warrant, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, such shares of stock, other securities, cash or other assets (collectively, "Other Property") as may be issued or payable in, or pursuant to, the terms of such Special Transaction to the holders of Common Shares for which this Warrant could have been exercised immediately prior to such Special Transaction. Stores shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than Stores) resulting from such consolidation or merger, or the entity acquiring such assets, shall assume by a written instrument executed and mailed by certified mail or delivered to the Lenders and/or Holders at the address(es) of the Lenders and/or Holders appearing on the books of Stores, the obligation of Stores or such successor entity to deliver to the Lenders and/or Holders such Other Property, as in accordance with the foregoing provisions, upon the exercise of this Warrant.

Reorganizations, Mergers, Consolidations or Sales of Assets. If any of the following transactions (each a "Special Transaction") shall become effective: (a) a capital reorganization (other than a subdivision or combination of shares or a stock dividendreorganization, stock split, recapitalization or reclassification, or an exchange of shares or a substitution or other changerecapitalization, provided for elsewhere in this Article 3); (b) a consolidation or merger of Stores with and into another entity (where Stores is not the surviving entity or where there is a change inconsolidation, or distribution with respect tomerger, the Common Shares); or (c) a sale or conveyance of all or substantially all of Stores' assetsthe Corporation’s assets or other similar transaction (any such transaction being referred to herein as an “Organic Change”) shall be effected in such a way that holders of Common Stock shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets in respect of or in exchange for their shares of Common Stock, then, as a condition of the Special Transactionsuch Organic Change, lawful and adequate provision provisions shall be made so that the Lenders and/or Holders whereby each Holder shall thereafter thereupon have the right to purchase receive, upon the basis and receive upon exercise of this Warrant, the terms and conditions specified herein and in lieu of the Warrant Shares shares of Common Stock immediately theretofore issuable receivable upon exercise the conversion of this Warrantsuch Holder’s shares of Series A Preferred, such shares of stock, other securities, cash securities or other assets (collectively, "Other Property") as may be issued or payable in, in respect of or pursuant to, in exchange for the terms number of outstanding shares of Common Stock that would have been immediately theretofore receivable upon conversion of such Special Transaction Holder’s shares of Series A Preferred had such Organic Change not taken place, and in the case of any reorganization or reclassification appropriate provisions shall be made with respect to the holders rights and interests of Common Shares such Holder whereby the provisions hereof (including, without limitation, provisions for which this Warrant could have been exercised immediately prior to such Special Transaction. Stores shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than Stores) resulting from such consolidation or merger, or the entity acquiring such assets, shall assume by a written instrument executed and mailed by certified mail or delivered adjustments to the Lenders and/or Holders at the address(esConversion Price) of the Lenders and/or Holders appearing on the books of Stores, the obligation of Stores or such successor entity to deliver to the Lenders and/or Holders such Other Propertyshall thereafter be applicable, as nearly as may be, in accordance with the foregoing provisionsrelation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrantsuch conversion rights.

Reorganizations, Mergers, Consolidations or Sales of Assets. If any of the following transactions (each a "Special Transaction") shall become effective: (a) a capital reorganization (other than a subdivision or combination of shares or a stock dividendreorganization, stock split, recapitalization or reclassification, or an exchange of shares or a substitution or other changerecapitalization, provided for elsewhere in this Article 3); (b) a consolidation or merger of Stores with and into another entity (where Stores is not the surviving entity or where there is a change inconsolidation, or distribution with respect tomerger, the Common Shares); or (c) a sale or conveyance of all or substantially all of Stores' assetsthe Company’s assets or other similar transaction (any such transaction being referred to herein as an “Organic Change”) shall be effected in such a way that Common Members shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Units, then, as a condition of the Special Transactionsuch Organic Change, lawful and adequate provision provisions shall be made so that the Lenders and/or Holders whereby each Series A Preferred Member and Series C Preferred Member shall thereafter thereupon have the right to purchase receive, upon the basis and receive upon exercise of this Warrant, the terms and conditions specified herein and in lieu of the Warrant Shares Common Units immediately theretofore issuable receivable upon exercise the conversion of this Warrant, Units such shares of stock, other securities, cash securities or other assets (collectively, "Other Property") as may be issued or payable inwith respect to or in exchange for a number of outstanding Common Units equal to the number of Common Units immediately theretofore receivable upon such conversion had such Organic Change not taken place, and in any case of a reorganization or pursuant to, reclassification only appropriate provisions shall be made with respect to the terms rights and interests of such Special Transaction holder to the holders of Common Shares end that the provisions hereof (including provisions for which this Warrant could have been exercised immediately prior to such Special Transaction. Stores shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than Stores) resulting from such consolidation or merger, or the entity acquiring such assets, shall assume by a written instrument executed and mailed by certified mail or delivered to the Lenders and/or Holders at the address(es) adjustments of the Lenders and/or Holders appearing on the books of Stores, the obligation of Stores or such successor entity to deliver to the Lenders and/or Holders such Other PropertyCommon Unit Conversion Price and Series C Conversion Price) shall thereafter be applicable, as nearly as may be, in accordance with the foregoing provisionsrelation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrantsuch conversion rights.

Reorganizations, Mergers, Consolidations or Sales of Assets. If at any of time or from time to time after the following transactions (each a "Special Transaction") shall become effective: (a) Effective Date there is a capital reorganization of the Common Stock (other than a subdivision recapitalization, division, combination, reclassification or combination of shares or a stock dividend, stock split, recapitalization or reclassification, or an exchange of shares or a substitution or other change, provided for elsewhere in this Article 3); (bSection 7) or a merger or consolidation of this Company into or merger of Stores with and into another entity (where Stores is not corporation or the surviving entity or where there is a change in, or distribution with respect to, the Common Shares); or (c) a sale or conveyance of all or substantially all of Stores' assetsits assets to another corporation in such a way (including, without limitation, by way of consolidation or merger) that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, unless this Note is converted prior thereto or prepaid upon consummation thereof as provided in Section 3 above, as a condition part of the Special Transactionsuch capital reorganization, lawful and adequate merger or ,consolidation, or sale, provision shall be made so that the Lenders and/or Holders Holder shall thereafter have the right to purchase and receive upon exercise conversion hereof the number of shares of stock or other securities or property of this WarrantCompany, in lieu or of the Warrant Shares immediately theretofore issuable upon exercise successor corporation resulting from such capital reorganization, merger, or consolidation or sale, to which a holder of the number of shares of Common Stock into which this Note would have been entitled on such capital reorganization, merger, consolidation or sale (adjusted to account for any additional accrued but unpaid interest due under this Note). In any such case, appropriate adjustment shall be made in the application of the provisions of this WarrantSection 7 with respect to the rights of the Holder after such capital reorganization, merger, consolidation, or sale. The provisions of this Section 7 (including adjustment of the Note Conversion Price and the number of shares into which this Note may be converted) shall be applicable after that event and be as nearly equivalent to such Note Conversion Prices and number of shares of stock, other securities, cash or other assets (collectively, "Other Property") as may be issued or payable in, or pursuant to, the terms of such Special Transaction to the holders of Common Shares for which this Warrant could have been exercised immediately prior to such Special Transaction. Stores shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than Stores) resulting from such consolidation or merger, or the entity acquiring such assets, shall assume by a written instrument executed and mailed by certified mail or delivered to the Lenders and/or Holders at the address(es) of the Lenders and/or Holders appearing on the books of Stores, the obligation of Stores or such successor entity to deliver to the Lenders and/or Holders such Other Property, as in accordance with the foregoing provisions, upon the exercise of this Warrantpracticable.