Common use of Conditions to Consummation of Flip-over Event Clause in Contracts

Conditions to Consummation of Flip-over Event. The Company shall not consummate any Flip-over Event unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets, cash flow or earnings power mentioned in paragraph (a) of this Section 13, the Principal Party will (i) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date; and (ii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 13 shall similarly apply to successive mergers, consolidations or sales or other transfers (including the types of transactions described in clauses (x), (y) and (z) of the first sentence of Section 13(a), except that, in lieu of "Company", substitute the Person which is then the successor to the obligations and duties of the Company under this Agreement). In the event that a Flip-over Event shall occur at any time after the occurrence of a Flip-over Event, the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).