Common use of REORGANIZATIONS, MERGERS 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, whether by reclassification, exchange, substitution or otherwise (other than a stock or cash dividend, subdivision, combination or other distribution provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with another entity, or (c) a sale or conveyance of all or substantially all of the Company's assets; then as a condition of any such Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant 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, for the aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant could have been exercised immediately prior to such Special Transaction. In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant (including without limitation the provisions of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable upon the exercise of this Warrant.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If at any time there shall be a capital reorganization of the following transactions (each, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise Common Stock (other than a stock or cash subdivision, combination, payment of dividend, subdivision, combination reclassification or other distribution exchange of Common Stock provided for elsewhere in this Section 2above), (b) a consolidation or merger or consolidation of the Company with or into another entitycorporation, or (c) a the sale or conveyance of all or substantially all of the Company's assets; then properties and assets as, or substantially as, an entirety to any other person, then, as a condition part of any such Special Transactionreorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right be entitled to purchase and receive upon exercise of this Warrant, during the period specified in lieu this Warrant and upon payment of the Warrant Exercise Price then in effect, the number of Shares immediately theretofore or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a Holder of the Shares issuable upon exercise of this WarrantWarrant would have been entitled in such capital reorganization, for the aggregate Exercise Price in effect immediately prior to such consummationmerger, such shares of stock, other securities, cash or other assets as may be issued consolidation or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which sale if this Warrant could have had been exercised immediately prior to such Special Transactionbefore that capital reorganization, merger, consolidation, or sale. In connection with any Special Transactionsuch case, appropriate provision adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant to after the end reorganization, merger, consolidation, or sale such that the provisions of this Warrant (including without limitation adjustment of the provisions Exercise Price then in effect and number and kind of securities purchasable upon exercise of this Section 2), Warrant) shall thereafter be applicable, as nearly as may be practicable, applicable after that event in relation to any shares of stock, other securities, cash or other assets thereafter deliverable securities purchasable after that event 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, whether by reclassification, exchange, substitution or otherwise (other than a stock or cash dividend, subdivision, combination or other distribution provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with another entity, or (c) a sale or conveyance of all or substantially all of the Company's assets; then as a condition of any such Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant 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, for the aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant could have been exercised immediately prior to such Special Transaction. In connection with case of any Special Transactionsuch reorganization, appropriate provision reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall be made with respect to expressly assume the rights due and interests punctual observance and performance of the Holder each and every covenant and condition of this Warrant to be performed and observed by the end that Company and all the provisions obligations and liabilities hereunder, subject to such modifications as may be reasonably deemed appropriate (as determined by resolution of the Board of Directors of the Company) in order to provide for adjustments of any shares of the common stock of such successor or acquiring corporation for which this Warrant (including without limitation thus becomes exercisable, which modifications shall be as equivalent as practicable to the adjustments provided for in this Section 2.4. The foregoing provisions of this Section 2)2.4 shall similarly apply to successive reorganizations, shall thereafter be applicablereclassifications, as nearly as may be practicablemergers, to any shares consolidations or dispositions of stock, other securities, cash or other assets thereafter deliverable upon the exercise of this Warrantassets.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise reorganization (other than a recapitalization, stock or cash dividend, subdivision, combination combination, reclassification, substitution or other distribution exchange of shares provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with and into another entityentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right to purchase and receive upon exercise of this Warrantthe Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrantthe Warrants, for the aggregate Exercise Warrant Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or payable in in, and pursuant to to, the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant such Warrants could have been exercised immediately prior to such Special TransactionTransaction (pro rated in the case of any partial exercise). In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant the Warrants (including without limitation provisions for adjustment of the provisions Warrant Price and the number of this Section 2Warrant Shares issuable upon the exercise of the Warrants), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets Other Property thereafter deliverable upon the exercise of this Warrantthe Warrants. The Company shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than the Company), if any, 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 Holder at the address of Holder appearing on the books of the Company, the obligation of the Company or such successor corporation to deliver to Holder such Other Property, as in accordance with the foregoing provisions, which Holder shall have the right to purchase.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES SALE OF ASSETS. If at any time there shall be a capital reorganization of the following transactions Company's Common Stock (eachother than a combination, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise (other than a stock or cash dividend, subdivision, combination or other distribution subdivision of shares provided for elsewhere in this Section 2), (bWarrant) a consolidation or merger or consolidation of the Company with or into another entitycorporation, or (c) a the sale or conveyance of all or substantially all of the Company's assets; then properties and assets as, or substantially as, an entirety to any other person, then, as a condition part of any such Special Transactioncapital reorganization, merger, consolidation or sale, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right be entitled to purchase and receive upon exercise of this Warrant, during the period specified in lieu this Warrant and upon payment of the Warrant Shares immediately theretofore issuable Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Common Stock deliverable upon exercise of this WarrantWarrant would have been entitled in such capital reorganization, for the aggregate Exercise Price in effect immediately prior to such consummationmerger, such shares of stock, other securities, cash consolidation or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which sale if this Warrant could have had been exercised immediately prior to such Special Transactionbefore that capital reorganization, merger, consolidation or sale. In connection with any Special Transactionsuch case, appropriate provision adjustment (as determined pursuant to Section 3(b)(ii), above), shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant after the capital reorganization, merger, consolidation or sale to the end that the provisions of this Warrant (including without limitation adjustment of the provisions Warrant Price then in effect and number of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable purchasable upon the exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The provisions of this SECTION 7(C) shall similarly apply to successive capital reorganizations, mergers, consolidations or sales.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, each a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise reorganization (other than a subdivision or combination of shares or a stock or cash dividend, subdivisionstock split, combination recapitalization or reclassification, or an exchange of shares or a substitution or other distribution change, provided for elsewhere in this Section 2Article 3), ; (b) a consolidation or merger of Stores with and into another entity (where Stores is not the Company surviving entity or where there is a change in, or distribution with another entityrespect to, the Common Shares); or (c) a sale or conveyance of all or substantially all of the Company's Stores' assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant 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, for the aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets (collectively, "Other Property") as may be issued or payable in and in, or pursuant to to, the terms of such Special Transaction to the holders of shares of Common Stock Shares for which this Warrant could have been exercised immediately prior to such Special Transaction. In connection with Stores shall not effect any Special TransactionTransaction unless prior to, appropriate provision 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 be made with respect assume by a written instrument executed and mailed by certified mail or delivered to the rights and interests Lenders and/or Holders at the address(es) of the Holder Lenders and/or Holders appearing on the books of this Warrant Stores, the obligation of Stores or such successor entity to deliver to the end that the provisions of this Warrant (including without limitation the provisions of this Section 2), shall thereafter be applicableLenders and/or Holders such Other Property, as nearly as may be practicablein accordance with the foregoing provisions, to any shares of stock, other securities, cash or other assets thereafter deliverable upon the exercise of this Warrant.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, a "Special TransactionSPECIAL TRANSACTION") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution reorganization or otherwise recapitalization (other than a stock dividend or cash dividendother distribution, subdivision, combination combination, reclassification, substitution or other distribution exchange of shares provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with and into another entityentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right to purchase and receive upon exercise of this Warrantthe Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrantthe Warrants, for the aggregate Exercise Warrant Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("OTHER PROPERTY") as may be issued or payable in and paid pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant such Warrants could have been exercised immediately prior to such Special Transaction. In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant (including without limitation the provisions of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable upon the exercise of this Warrant.Special

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution reorganization or otherwise recapitalization (other than a stock dividend or cash dividendother distribution, subdivision, combination combination, reclassification, substitution or other distribution exchange of shares provided for elsewhere in this Section 25), (b) a consolidation or merger of the Company with and into another entityentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right to purchase and receive upon exercise of this Warrantthe Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrantthe Warrants, for the aggregate Exercise Warrant Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or payable in and paid pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant such Warrants could have been exercised immediately prior to such Special TransactionTransaction (pro rated in the case of any partial exercise). In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant the Warrants (including without limitation provisions for adjustment of the provisions Warrant Price and the number of this Section 2Warrant Shares issuable upon the exercise of the Warrants), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets Other Property thereafter deliverable upon the exercise of this Warrantthe Warrants. The Company shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than the Company), if any, 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 Holder at the address of Holder appearing on the books of the Company, the obligation of 5 the Company or such successor corporation to deliver to Holder such Other Property, as in accordance with the foregoing provisions, which Holder shall have the right to purchase.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise (other than a stock or cash dividend, subdivision, combination or other distribution provided for elsewhere in this Section 2), (b) a consolidation or merger of the Company with another entity, or (c) a sale or conveyance of all or substantially all of the Company's assets; then then, as a condition of any such Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant 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, for the aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant could have been exercised immediately prior to such Special Transaction. In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant (including including, without limitation limitation, the provisions of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable 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, whether by reclassification, exchange, substitution reorganization or otherwise recapitalization (other than a stock dividend or cash dividendother distribution, subdivision, combination combination, reclassification, substitution or other distribution exchange of shares provided for elsewhere in this Section 25), (b) a consolidation or merger of the Company with and into another entityentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right to purchase and receive upon exercise of this Warrantthe Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrantthe Warrants, for the aggregate Exercise Warrant Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or payable in and paid pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant such Warrants could have been exercised immediately prior to such Special TransactionTransaction (pro rated in the case of any partial exercise). In connection with any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant the Warrants (including without limitation provisions for adjustment of the provisions Warrant Price and the number of this Section 2Warrant Shares issuable upon the exercise of the Warrants), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets Other Property thereafter deliverable upon the exercise of this Warrantthe Warrants. The Company shall not effect any Special Transaction unless prior to, or simultaneously with, the closing, the successor entity (if other than the Company), if any, 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 Holder at the address of Holder appearing on the books of the Company, the obligation of the Company or such successor corporation to deliver to Holder such Other Property, as in accordance with the foregoing provisions, which Holder shall have the right to purchase.

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES OF ASSETS. If any of the following transactions (each, a "Special Transaction") } shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution reorganization or otherwise recapitalization (other than a stock dividend or cash dividendother distribution, subdivision, combination combination, reclassification, substitution or other distribution exchange of shares provided for elsewhere in this Section 25), (b) a consolidation or merger of the Company with and into another entityentity (where the Company is not the surviving corporation or where there is a change in, or distribution with respect to, the Common Stock), or (c) a sale or conveyance of all or substantially all of the Company's assets; then , then, as a condition of any such the Special Transaction, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right to purchase and receive upon exercise of this Warrantthe Warrants, in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrantthe Warrants, for the aggregate Exercise Warrant Price in effect immediately prior to such consummation, such shares of stock, other securities, cash or other assets ("Other Property") as may be issued or payable in and paid pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which this Warrant such Warrants could have been exercised immediately prior to such Special Transaction. In connection with Transaction (pro rated in the case of any Special Transaction, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions of this Warrant (including without limitation the provisions of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable upon the exercise of this Warrant.partial

REORGANIZATIONS, MERGERS. CONSOLIDATIONS OR SALES SALE OF ASSETS. If at any time there shall be a capital reorganization of the following transactions Company's outstanding equity securities (eachother than a combination, a "Special Transaction") shall become effective: (a) a capital reorganization, whether by reclassification, exchange, substitution or otherwise (other than a stock or cash dividend, subdivision, combination or other distribution subdivision of shares provided for elsewhere in this Section 2), (bWarrant) a consolidation or merger or consolidation of the Company with or into another entitycorporation (other than a Liquidation Event), or (c) a sale or conveyance of all or substantially all of the Company's assets; then as a condition part of any such Special Transactioncapital reorganization, merger or consolidation, lawful and adequate provision shall be made so that the Holder of this Warrant shall thereafter have the right be entitled to purchase and receive upon exercise of this Warrant, during the period specified in lieu this Warrant and upon payment of the Warrant Price then in effect, the number and class of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which a holder of the Shares immediately theretofore issuable upon exercise of this WarrantWarrant would have been entitled in such capital reorganization, for the aggregate Exercise Price in effect immediately prior to such consummation, such shares of stock, other securities, cash merger or other assets as may be issued or payable in and pursuant to the terms of such Special Transaction to the holders of shares of Common Stock for which consolidation if this Warrant could have had been exercised immediately prior to such Special Transactionthereto. In connection with any Special Transactionsuch case, appropriate provision adjustment shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder of this Warrant to after the end capital reorganization, merger or consolidation such that the provisions of this Warrant (including without limitation adjustment of the provisions Warrant Price then in effect and number of this Section 2), shall thereafter be applicable, as nearly as may be practicable, to any shares of stock, other securities, cash or other assets thereafter deliverable purchasable upon the exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of this Warrant. The provisions of this paragraph shall similarly apply to successive capital reorganizations, mergers or consolidations.