Common use of Consolidation, Amalgamation or Merger Clause in Contracts

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transaction, including without limitation 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company, 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, the Company will forthwith notify the Noteholder of such event in accordance with Condition 15 and, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of the Note then Outstanding shall have the right (during the period in which such Note is convertible) to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note immediately prior to the transaction. So far as legally possible, the Company shall cause the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Condition. The above provisions of this Condition 6(C) shall similarly apply to successive transactions of the foregoing type.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transactionThe Issuer will not consolidate with, including without limitation any (i) recapitalization amalgamate with, merge with or reclassification of the Common Stock (other than a change in par valueinto, or from par value to no par valuesell, convey, transfer, lease 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially an entirety in one transaction or a series of related transactions) to any entity unless: (i) the entity formed by such amalgamation or consolidation or into which the Issuer is merged or which acquired or leased such property and assets of the CompanyIssuer shall be a corporation organised and validly existing under the laws of its place of incorporation, and shall, by a trust deed supplemental to the Trust Deed and an agency agreement supplemental to the Agency Agreement and such other undertakings or (iv) documents as the Trustee may require, executed and delivered in form and content acceptable to the Trustee, expressly assume all of the obligations of the Issuer in respect of all of the Bonds and under the Trust Deed and the Agency Agreement and indemnify each Bondholder against any compulsory share exchange pursuant to which the Common Stock is converted into the right to receive other securitiestax, cash assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such consolidation, amalgamation, merger, sale, conveyance, transfer lease or other Propertydisposal with respect to the payment of principal, premium and interest on the Company Bonds; (ii) the supplemental Trust Deed referred to in paragraph (i) above will forthwith notify ensure that (a) the Noteholder holder of such event in accordance with Condition 15 and, each Bond then lawful provision shall be made as part of the terms of such transaction whereby the Holder of the Note then Outstanding shall outstanding will have the right (during the period in which such Note is Bond shall be convertible) to convert such Note Bond into the class and amount of shares and other securities and property receivable upon such transaction consolidation, amalgamation, merger, sale, conveyance, transfer lease or other disposal by a holder of such the number of shares of Common Stock Shares which would have been become liable to be issued upon conversion of such Note Bond immediately prior to the transaction. So far as legally possiblesuch consolidation, the Company shall cause the Person formed by amalgamation, merger, sale, conveyance, transfer, lease or other disposal (such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall supplemental Trust Deed will provide for adjustments which, for events subsequent to the effective date of such amendment, shall which will be as nearly equivalent as may be practicable to the adjustments provided for in this Conditionthe provisions of Condition 6(C), (b) the rights of Bondholders shall not be adversely affected as a result of such transaction and (c) that there shall be no right to exercise a redemption of the Bonds under Condition 9(C) as a result of (A) any change in the domicile or place of incorporation of the Issuer or (B) the successor entity not being incorporated in the State of Delaware and the provisions of Condition 10 shall also be supplemented or modified as the Trustee deems appropriate; and (iii) immediately after giving effect to such transaction, no default or event of default (including an Event of Default) shall have occurred and be continuing. The above provisions of this Condition 6(C) shall similarly apply 12 will apply, mutatis mutandis, to successive transactions of the foregoing typeany subsequent consolidations, amalgamations, mergers, sales or transfers.

Consolidation, Amalgamation or Merger. In the event that the The Company shall be a party to any transactionwill not consolidate with, including without limitation any (i) recapitalization amalgamate with, merge with or reclassification of the Common Stock (other than a change in par valueinto, or from par value to no par valuesell, convey, transfer, lease 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer otherwise dispose of all or substantially all of the its property and assets (as an entirety or substantially an entirety in one transaction or a series of the Company, or related transactions) to any entity unless: (ivi) any compulsory share exchange pursuant to which the Common Stock is converted into the right to receive other securities, cash or other Property, the Company will forthwith notify shall have notified the Noteholder of such event Bondholders in accordance with Condition 15 and, then lawful provision 17; (ii) the entity (if other than the Company) formed by such amalgamation or consolidation or into which the Company is merged or which acquired or leased such property and assets of the Company shall be made a corporation organised and validly existing under the laws of its place of incorporation, and shall, by a trust deed supplemental to the Trust Deed and an agency agreement supplemental to the Agency Agreement and such other undertakings or documents as part the Trustee may require, executed and delivered in form and content acceptable to the Trustee, expressly assume all of the terms obligations of the Company in respect of all of the Bonds and under the Trust Deed and the Agency Agreement and indemnify each Bondholder against any tax, assessment or governmental charge payable by withholding or deduction thereafter imposed on such holder solely as a consequence of such transaction whereby consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposal with respect to the Holder payment of principal, premium and interest on the Note Bonds; (iii) the supplemental Trust Deed referred to in paragraph (ii) above will ensure that (a) the holder of each Bond then Outstanding shall outstanding will have the right (during the period in which such Note is Bond shall be convertible) to convert such Note Bond into the class and amount of shares and other securities and property receivable upon such transaction consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposal by a holder of such the number of shares of Common Stock Shares which would have been become liable to be issued upon conversion of such Note Bond immediately prior to the transaction. So far as legally possiblesuch consolidation, the Company shall cause the Person formed by amalgamation, merger, sale, conveyance, transfer, lease or other disposal (such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall supplemental Trust Deed will provide for adjustments which, for events subsequent to the effective date of such amendment, shall which will be as nearly equivalent as may be practicable to the adjustments provided for in this Conditionthe provisions of Condition 6(C)), and (b) that there shall be no right to exercise a redemption of the Bonds under Condition 8(C) as a result of any change in the domicile or place of incorporation of the Company or of the successor entity not being incorporated in Bermuda, Hong Kong or the PRC; and (iv) immediately after giving effect to such transaction, no default or event of default (including an Event of Default) shall have occurred and be continuing. The above provisions of this Condition 6(C6(F) shall similarly apply will apply, mutatis mutandis, to successive transactions of the foregoing typeany subsequent consolidations, amalgamations, mergers, sales or transfers.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party Without prejudice to any transaction, including without limitation 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 StockCondition 6.2(j), (ii) in the case of any consolidation of the Company withconsolidation, amalgamation or merger of the Company into, Issuer with any other person, any merger of another person into the Company corporation (other than constituting a Change of Control or a consolidation, amalgamation or merger in which does not result the Issuer is the continuing corporation) (a “Successor in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the CompanyBusiness”), (iii) any sale or transfer of all or substantially all of the assets of the Company, 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, the Company Issuer will forthwith notify the Noteholder of such event give notice thereof to Bondholders in accordance with Condition 15 and, then lawful provision 16 of such event and will take such steps as shall be made required, subject to applicable law and as part provided in Condition 15 (and including the execution of a deed supplemental to or amending the Bond Agreement): (a) to ensure that the Successor in Business is substituted in place of the terms of such transaction whereby Issuer as the Holder of principal debtor under the Note Bonds and the Bond Agreement; (b) to ensure that each Bond then Outstanding shall have the right outstanding will (during the period in which Conversion Rights may be exercised) be convertible into equity share capital (or similar (including without limitation depositary or other receipts or certificates representing equity share capital)) of the Successor in Business, on such Note is convertiblebasis and with a Conversion Price (subject to adjustment as provided in these Conditions) economically equivalent to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note Conversion Price existing immediately prior to the transactionimplementation of such consolidation, amalgamation or merger, as determined in good faith by an Independent Adviser (each a “Conversion Right Transfer”); and (c) to ensure that the Bond Agreement (as so amended or supplemented if applicable) and the Conditions provide at least the same or equivalent powers, protections, rights and benefits to the Bondholders following the implementation of such consolidation, amalgamation or merger as they provided to the Bondholders prior to the implementation of such consolidation, amalgamation or merger, mutatis mutandis. So far The satisfaction of the requirements set out above in this Condition 6.16 by the Issuer is herein referred to as legally possiblea “Permitted Cessation of Business”. Notwithstanding any other provision of these Conditions, a Permitted Cessation of Business shall not result in a breach of undertaking, constitute an Event of Default or otherwise result in any breach of any provision of these Conditions or the Bond Agreement. Following the occurrence of a Permitted Cessation of Business, references in these Conditions and the Bond Documents to the “Issuer” will be construed as references to the relevant Successor in Business (but without prejudice to the provisions of the Calculation Agency Agreement). At the request of the Issuer, but subject to the Issuer’s compliance with the provisions of this Condition 6.16, the Company Bondholders shall cause (at the Person formed expense of the Issuer, including payment by the Issuer of the reasonably incurred fees of Bondholders’ legal counsel in relation to such consolidation Conversion Right Transfer) concur with the Issuer in effecting any substitution under subparagraph (a) above and Conversion Right Transfer (including, inter alia, the execution EMEA 149041286 79 of a deed supplemental to or resulting from amending the Bond Agreement), provided that the Bondholders shall not be obliged so to concur if in the opinion of the Bondholders doing so would impose more onerous obligations upon any of them or expose any of them to any additional duties, responsibilities or liabilities in any way. If, following consultation with the Calculation Agent, any doubt shall arise (or upon the request to the Issuer of the Majority Bondholders) as to how determinations, calculations or adjustments which are specifically required to be performed by the Calculation Agent in these Conditions should be performed following any such merger consolidation, amalgamation or which acquired such assets or which acquired merger, a written opinion of an Independent Adviser in respect thereof shall be conclusive and binding on the Company's SharesSuccessor in Business, as the Issuer, the Bondholders, the Calculation Agent and all other parties, save in the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Conditionmanifest error. The above provisions of this Condition 6(C) shall similarly apply 6.16 will apply, mutatis mutandis, to successive transactions of the foregoing typeany subsequent consolidations, amalgamation or mergers.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party Without prejudice to any transaction, including without limitation 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 StockCondition 6.2(j), (ii) in the case of any consolidation of the Company withconsolidation, amalgamation or merger of the Company into, Issuer with any other person, any merger of another person into the Company corporation (other than constituting a Change of Control or a consolidation, amalgamation or merger in which does not result the Issuer is the continuing corporation) (a “Successor in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the CompanyBusiness”), (iii) any sale or transfer of all or substantially all of the assets of the Company, 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, the Company Issuer will forthwith notify the Noteholder of such event give notice thereof to Bondholders in accordance with Condition 15 and, then lawful provision 16 of such event and will take such steps as shall be made required, subject to applicable law and as part provided in Condition 15 (and including the execution of a deed supplemental to or amending the Bond Agreement): (a) to ensure that the Successor in Business is substituted in place of the terms of such transaction whereby Issuer as the Holder of principal debtor under the Note Bonds and the Bond Agreement; (b) to ensure that each Bond then Outstanding shall have the right outstanding will (during the period in which Conversion Rights may be exercised) be convertible into equity share capital (or similar (including without limitation depositary or other receipts or certificates representing equity share capital)) of the Successor in Business, on such Note is convertiblebasis and with a Conversion Price (subject to adjustment as provided in these Conditions) economically equivalent to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note Conversion Price existing immediately prior to the transactionimplementation of such consolidation, amalgamation or merger, as determined in good faith by an Independent Adviser (each a “Conversion Right Transfer”); and (c) to ensure that the Bond Agreement (as so amended or supplemented if applicable) and the Conditions provide at least the same or equivalent powers, protections, rights and benefits to the Bondholders following the implementation of such consolidation, amalgamation or merger as they provided to the Bondholders prior to the implementation of such consolidation, amalgamation or merger, mutatis mutandis. So far The satisfaction of the requirements set out above in this Condition 6.16 by the Issuer is herein referred to as legally possiblea “Permitted Cessation of Business”. Notwithstanding any other provision of these Conditions, a Permitted Cessation of Business shall not result in a breach of undertaking, constitute an Event of Default or otherwise result in any breach of any provision of these Conditions or the Bond Agreement. Following the occurrence of a Permitted Cessation of Business, references in these Conditions and the Bond Documents to the “Issuer” will be construed as references to the relevant Successor in Business (but without prejudice to the provisions of the Calculation Agency Agreement). At the request of the Issuer, but subject to the Issuer’s compliance with the provisions of this Condition 6.16, the Company Bondholders shall cause (at the Person formed expense of the Issuer, including payment by the Issuer of the reasonably incurred fees of Bondholders’ legal counsel in relation to such consolidation Conversion Right Transfer) concur with the Issuer in effecting any substitution under subparagraph (a) above and Conversion Right Transfer (including, inter alia, the execution of a deed supplemental to or resulting from amending the Bond Agreement), provided that the Bondholders shall not be obliged so to concur if in the opinion of the Bondholders doing so would impose more onerous obligations upon any of them or expose any of them to any additional duties, responsibilities or liabilities in any way. If, following consultation with the Calculation Agent, any doubt shall arise (or upon the request to the Issuer of the Majority Bondholders) as to how determinations, calculations or adjustments which are specifically required to be performed by the Calculation Agent in these Conditions should be performed following any such merger consolidation, amalgamation or which acquired such assets or which acquired merger, a written opinion of an Independent Adviser in respect thereof shall be conclusive and binding on the Company's SharesSuccessor in Business, as the Issuer, the Bondholders, the Calculation Agent and all other parties, save in the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Conditionmanifest error. The above provisions of this Condition 6(C) shall similarly apply 6.16 will apply, mutatis mutandis, to successive transactions of the foregoing typeany subsequent consolidations, amalgamation or mergers.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transaction, including without limitation any case of (i) recapitalization any consolidation, amalgamation or reclassification merger of the Common Stock Issuer with any other corporation (other than a change consolidation, amalgamation or merger in par valuewhich the Issuer is the continuing entity) (a “Successor in Business”), 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all all, or substantially all all, of the assets of the Company, Issuer to another entity (whether by operation of law or otherwise) (iv) any compulsory share exchange pursuant to which the Common Stock is converted into the right to receive other securities, cash or other Propertyalso a “Successor in Business”), the Company Issuer will forthwith notify as soon as reasonably practicable give notice thereof to the Noteholder of such event Trustee and to the Bondholders in accordance with Condition 15 16 and, then lawful provision to the extent legally possible, take such steps as shall be made required by the Trustee: (A) to effect the substitution of such Successor in Business as part issuer under the Bonds and the Trust Deed in place of the terms of such transaction whereby Issuer (or any previous substitute under Condition 14(c)) in accordance with Condition 14(c) and the Holder of the Note then Outstanding shall have the right Trust Deed; and (during the period in which such Note is convertibleB) to convert such Note ensure (x) that each Bond then outstanding will be convertible into the class and amount of shares and other securities and property of the Successor in Business receivable upon such transaction consolidation, amalgamation, merger, sale or transfer by a holder of such the number of shares of Common Stock Ordinary Shares which would have been become liable to be issued upon conversion of such Note the Bonds immediately prior to such consolidation, amalgamation, merger, sale or transfer, or (y) if, in the transaction. So far as legally possiblecase of any such sale or transfer, the Company shall cause the Person formed no such shares or other securities and property are receivable by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's a holder of Ordinary Shares, as that each Bond then outstanding will be convertible into shares and other securities and property of the case may be, Successor in Business on such basis and with a Conversion Price (subject to execute and deliver to the Noteholder an amendment to these Terms and Conditions adjustment as provided for under Condition 17. Such amendment shall provide for adjustments whichin these Conditions) as determined in good faith by an Independent Financial Adviser (each, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Conditiona “Conversion Right Transfer”). The above provisions of this Condition 6(C6(m) shall similarly apply will apply, mutatis mutandis to successive transactions any subsequent consolidations, amalgamations, mergers, sales or transfers. At the request of the foregoing typeIssuer but subject to the Issuer's compliance with the provisions of subparagraph (A) and (B) of this Condition 6(m), the Trustee shall (at the expense of the Issuer), without the requirement for any consent or approval of the Bondholders, be obliged to concur with the Issuer in effecting any Conversion Right Transfer (including, inter alia, the execution of a deed supplemental to or amending the Trust Deed), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to further liabilities or reduce its protections. If, following consultation with the Calculation Agent, any doubt shall arise as to how determinations, calculations or adjustments as specifically required to be performed by it in these Conditions should be performed following any such consolidation, amalgamation or merger, a written opinion of an Independent Adviser in respect thereof shall be conclusive and binding on the Issuer, the Trustee, the Bondholders, the Calculation Agent and all other parties, save in the case of manifest error.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transaction, including without limitation 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company, 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, the Company will forthwith notify the Noteholder Noteholders of such event in accordance with Condition 15 and, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of the each Note then Outstanding shall have the right (during the period in which such Note is convertible) to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note immediately prior to the transaction. So far as legally possible, the Company shall cause the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's ’s Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Condition. The above provisions of this Condition 6(C6(F) shall similarly apply to successive transactions of the foregoing type.

Consolidation, Amalgamation or Merger. In Without prejudice to Condition 6(b)(x), in the event that the Company shall be a party to case of any transactionconsolidation, including without limitation any (i) recapitalization amalgamation or reclassification merger of the Common Stock Issuer with any other corporation (other than a change consolidation, amalgamation or merger in par valuewhich the Issuer is the continuing corporation), or from par value to no par value, or from no par value to par value, or as a result in the case of a subdivision or combination of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all all, or substantially all all, of the assets of the Company, or (iv) any compulsory share exchange pursuant to which the Common Stock is converted into the right to receive other securities, cash or other PropertyIssuer, the Company Issuer will forthwith notify the Noteholder Trustee and the Noteholders of such event and take such steps pursuant to and in accordance with Condition 15 and, then lawful provision Clause 15.2 of the Trust Deed as shall be made as part required to ensure the Surviving Entity shall assume all the payment and other obligations of the terms of such transaction whereby Issuer under the Holder of Trust Deed and the Notes and that each Note then Outstanding shall have the right outstanding will (during the period in which such Note is convertibleConversion Rights may be exercised) to convert such Note be convertible into the class and amount of shares and other securities and property receivable upon such transaction consolidation, amalgamation, merger, sale or transfer by a holder of such the number of shares of Common Stock Shares which would have been become liable to be issued upon conversion exercise of such Note Conversion Rights immediately prior to such consolidation, amalgamation, merger, sale or transfer. Any deed supplemental to or amending the transaction. So far as legally possible, Trust Deed pursuant to and in accordance with Clause 15.2 of the Company shall cause the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall Trust Deed will provide for adjustments which, for events subsequent to the effective date of such amendment, shall which will be as nearly equivalent as may be practicable to the adjustments provided for in this ConditionCondition 6. The above provisions of this Condition 6(C6(m) shall similarly apply will apply, mutatis mutandis to successive transactions of the foregoing typeany subsequent consolidations, amalgamations, mergers, sales or transfers.

Consolidation, Amalgamation or Merger. In the event that the Company shall be a party to any transaction, including without limitation 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 person, any merger of another person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of all of the outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company, 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, the Company will forthwith notify the Noteholder Noteholders of such event in accordance with Condition 15 and, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of the each Note then Outstanding shall have the right (during the period in which such Note is convertible) to convert such Note into the class and amount of shares and other securities and property receivable upon such transaction by a holder of such number of shares of Common Stock which would have been liable to be issued upon conversion of such Note immediately prior to the transaction. So far as legally possible, the Company shall cause the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's Shares, as the case may be, to execute and deliver to the Noteholder an amendment to these Terms and Conditions as provided for under Condition 17. Such amendment shall provide for adjustments which, for events subsequent to the effective date of such amendment, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Condition. The above provisions of this Condition 6(C6(F) shall similarly apply to successive transactions of the foregoing type.