Common use of After the Distribution Date, the Clause in Contracts

After the Distribution Date, the. Company shall not consolidate or merge with any other Person (other than a wholly owned Subsidiary of the Company in a transaction not prohibited by Section 3.3(i)), or sell or otherwise transfer (or permit one or more of its Subsidiaries to sell or otherwise transfer), in one or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned Subsidiaries in one or more transactions, each of which is not prohibited by Section 3.3(i)), if (i) at the time of or immediately after the consummation of such transaction there are any options, warrants, rights, conversion or exchange privileges or securities outstanding or any written or oral agreements, arrangements or understandings (including provisions contained in the Company's Certificate of Incorporation or Bylaws) in effect which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights, or (ii) prior to, simultaneously with or immediately after such transaction the shareholders of the Person who constitutes, or would constitute, the Principal Party for the purpose of subsection (a) of this Section shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates.

After the Distribution Date, the. Company shall not consolidate or merge with any other Person (other than a wholly wholly-owned Subsidiary of the Company in a transaction not prohibited by Section 3.3(i11(o)), or sell or otherwise transfer (or permit one or more of its Subsidiaries to sell or otherwise transfer), in one or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned Subsidiaries in one or more transactions, each of which is not prohibited by Section 3.3(i11(o)), if (i) at the time of or immediately after the consummation of such transaction there are any options, warrants, rights, conversion or exchange privileges or securities outstanding or any written or oral agreements, arrangements or understandings (including provisions contained in the Company's Certificate of Incorporation or BylawsBy-laws) in effect which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights, or (ii) prior to, simultaneously with at the time of or immediately after the consummation of such transaction the shareholders stockholders of the Person who constitutes, or would constitute, the Principal Party for the purpose of subsection (a) of this Section 13 shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates.

After the Distribution Date, the. Company shall not consolidate or merge with any other Person (other than a wholly wholly-owned Subsidiary of the Company in a transaction not prohibited by Section 3.3(i11(o)), or sell or otherwise transfer (or permit one or more of its Subsidiaries to sell or otherwise transfer), in one or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned Subsidiaries in one or more transactions, each of which is not prohibited by Section 3.3(i11(o)), if (i) at the time of or immediately after the consummation of such transaction there are any options, warrants, rights, conversion or exchange privileges or securities outstanding or any written or oral agreements, arrangements or understandings (including provisions -29- contained in the Company's Certificate Restated Articles of Incorporation or BylawsBy-laws) in effect which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights, or (ii) prior to, simultaneously with at the time of or immediately after the consummation of such transaction the shareholders of the Person who constitutes, or would constitute, the Principal Party for the purpose of subsection (a) of this Section 13 shall have received a distribution of Rights previously owned by such Person or any of its Affiliates or Associates.