Common use of Cancellation of Converted Securities Clause in Contracts

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 309. Section 1311. Provisions in the Case of Consolidation, Merger or Sales of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any merger of another corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, the corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 1301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series A Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Series A Common Stock of the Company failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Series A Common Stock of the company in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 309. Section 1311. Provisions in the Case of Reclassification, Consolidation, Merger or Sales Sale of Assets. In case the event that the Company shall be a party to any transaction (including any (i) recapitalization or reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other corporationperson, or in case of any merger of another corporation person into the Company (other than a merger which that does not result in any a reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock of the Company), or in case of (iii) any sale or transfer of all or substantially all of the assets of the CompanyCompany or (iv) any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the corporation formed by terms of such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the trustee a supplemental indenture providing that transaction whereby the Holder of each Security then outstanding Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 1301, thereafter to convert such Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer transaction by a holder of the number of shares of Series A Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale transaction. The Company or transfer, assuming the Person formed by such holder consolidation or resulting from such merger or that acquired such assets or that acquired the Company's shares of Series A Common Stock of the Company failed to exercise his or her rights of election, if anyStock, as the case may be, shall execute and deliver to the kind or amount of securities, cash and other property receivable upon Trustee a supplemental indenture establishing such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Series A Common Stock of the company in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares)rights. Such supplemental indenture shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section 12.11 shall similarly apply to ----- successive consolidations, mergers, sales or transferstransactions of the foregoing type.

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 309. Section 1311. Provisions in the Case of Consolidation, Merger or Sales of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any merger of another corporation into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock of the Company), or in case of any sale or transfer of all or substantially all of the assets of the Company, the corporation formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 1301, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series A Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Series A Common Stock of the Company failed to exercise 66 75 his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Series A Common Stock of the company in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers.

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee or the Paying Agent in Amsterdam, The Netherlands or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3093.9. Section 12.11. Section 1311. Provisions Provision in the Case of Consolidation, Merger Merger, Split-up or Sales Sale of Assets. In case of any consolidation of the Company with, or merger of the Company into, any other corporationPerson, or in case of any merger of another corporation Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock Shares of the Company), ) or in case of any sale or transfer of all or substantially all of the assets of the CompanyCompany or a split-up of the Company pursuant to which the assets and liabilities of the Company are transferred to one or more Persons and the Company ceases to exist or otherwise ceases to remain fully liable for the Indenture Obligations, the corporation Person formed by such consolidation or resulting from such merger or which acquires such assets, or in the case of such split-up, at least one of the Persons which acquires assets or liabilities of the Company pursuant to such split-up (which shall include at least one Person which, following the conclusion of such split-up, would be fully liable on all of the Securities and under the Indenture as required by Section 7.3), as the case may be, shall execute and deliver to the trustee Trustee a supplemental indenture providing that the Holder of each Security then outstanding Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 130112.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, split-up, sale or transfer by a holder of the number of shares of Series A Common Stock Shares of the Company into which such Security might have been converted immediately prior to such consolidation, merger, split-up, sale or transfer, assuming such holder of Series A Common Stock Shares of the Company (i) 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 or which is not a Person that has acquired assets or liabilities pursuant to such split-up of the Company, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, mergermerger or split-up, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, split-up, sale or transfer is not the same for each share of Series A Common Stock Share of the company Company held immediately prior to such consolidation, merger, split-up, sale or transfer by others than a Constituent 132 145 Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("nonNon-electing shareShare"), then for the purpose of this Section 12.11 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, split-up, sale or transfer by the holders of each nonNon-electing share Share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonNon-electing sharesShares), and further assuming, if such consolidation, merger, split-up, transfer or sale occurs prior to the later of March 23, 1997 and the receipt of Securities in definitive form by the Holder (in the case of Securities initially represented by a Temporary Global Bearer Security), that the Security was convertible at the time of such occurrence at the Conversion Price specified in Section 12.1 as adjusted from the issue date of such Security to such time as provided in this Article Twelve. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section 12.11 shall similarly apply to successive consolidations, mergers, split-ups, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.6 promptly upon such execution. Neither the Trustee, any Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such consolidation, merger, split-up, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon request. In the event of a split-up of the Company pursuant to which all or a portion of the assets and liabilities of the Company are transferred to one or more Persons and the Company continues to exist and remains fully liable for the Indenture Obligations, such split-up shall be treated as a distribution to all holders of Common Shares which will be subject to the provisions of Section 12.4(4) of this Indenture.

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee or the Paying Agent or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 309. Section 13111211. Provisions Provision in the Case of Consolidation, Merger or Sales Sale of Assets. ------------------------------------------------------------ In case of any consolidation of the Company with, or merger of the Company into, any other corporationPerson, or in case of any merger of another corporation Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock of the Company), ) or in case of any sale or transfer of all or substantially all of the assets of the Company, the corporation Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the trustee Trustee a supplemental indenture providing that the Holder of each Security then outstanding Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 13011201, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series A Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, transfer (assuming such holder of Series A Common Stock of the Company failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Series A Common Stock of the company in respect of which such any rights of election shall not have been exercised ("non-electing share"), and that such Security was then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing sharesconvertible). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Twelve. If in the case of any such consolidation, merger, sale or transfer, the stock or other securities and property receivable by a Holder of the Securities includes stock or other securities and property of a corporation other than the successor or purchasing corporation, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary. The above provisions of this Section 1211 shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 106 promptly upon such execution.

Cancellation of Converted Securities. All Securities delivered for conversion shall be delivered to the Trustee or the Paying Agent or its agent to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 309. Section 13111211. Provisions Provision in the Case of Consolidation, Merger or Sales Sale of Assets. ------------------------------------------------------------ In case of any consolidation of the Company with, or merger of the Company into, any other corporationPerson, or in case of any merger of another corporation Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Series A Common Stock of the Company), ) or in case of any sale or transfer of all or substantially all of the assets of the Company, the corporation Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the trustee Trustee a supplemental indenture providing that the Holder of each Security then outstanding Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 13011201, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by a holder of the number of shares of Series A Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer, assuming such holder of Series A Common Stock of the Company failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Series A Common Stock of the company in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Twelve. If in the case of any such consolidation, merger, sale or transfer, the stock or other securities and property receivable by a Holder of the Securities includes stock or other securities and property of a corporation other than the successor or purchasing corporation, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary. The above provisions of this Section 1211 shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 106 promptly upon such execution.