Common use of Consolidation, Merger or Sale or Transfer of Assets Clause in Contracts

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o)), then, and in each such case (except as may be contemplated by Section 13(d)), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the Current Market Price (determined pursuant to Section 11(d)(i)) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Flip-over Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. 13.1 In the event that, following the Stock Acquisition Date, directly or indirectly, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)11.14 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (zc) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow assets or earning power aggregating more than 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 any Subsidiary of the Company in one or more transactions transactions, each of which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof), then, and in each such case (except as may be contemplated by Section 13(d))case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) 7.5 hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable paid and nonassessable shares of freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defineddefined in Section 13.2), not subject to any free and clear of rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Exercise Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the Current Fair Market Price Value (determined pursuant to Section 11(d)(i)11.4 hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Eventconsolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-over EventParty; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) of this Agreement) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) of this Agreement) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than fifty percent (50% %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o)) of this Agreement), then, and in each such case (except as may be contemplated by Section 13(d)) of this Agreement), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereofof this Agreement, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Section 13 Event (or, if a Flip-in Section 11(a)(ii) Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Flip-over Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by fifty percent (250%) 50% of the Current Market Price (determined pursuant to Section 11(d)(i)) of this Agreement) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Flip-over Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.such

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. In the event that, following the Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) of this Agreement) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) of this Agreement) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, property or (z) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than fifty percent (50% %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o)) of this Agreement), then, and in each such case (except as may be contemplated by Section 13(d)) of this Agreement), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereofof this Agreement, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Section 13 Event (or, if a Flip-in Section 11(a)(ii) Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Flip-over Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by fifty percent (250%) 50% of the Current Market Price (determined pursuant to Section 11(d)(i)) of this Agreement) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 of this Agreement shall apply only to such Principal Party following the first occurrence of a Flip-over Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof of this Agreement shall be of no effect following the first occurrence of any Flip-over Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. 13.1 In the event that, following the Stock Acquisition Date, directly or indirectly, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)11.14 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (zc) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow assets or earning power aggregating more than 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 any Subsidiary of the Company in one or more transactions transactions, each of which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof), then, and in each such case (except as may be contemplated by Section 13(d))case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) 7.5 hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable paid and nonassessable shares of freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defineddefined in Section 13.2), not subject to any free and clear of rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Exercise Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the Current Fair Market Price Value (determined pursuant to Section 11(d)(i)11.4 hereof) per share of the Common Stock of -24- 27 such Principal Party on the date of consummation of such Flip-over Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Eventconsolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-over EventParty; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. 13.1 In the event that, following the Stock Acquisition Date, directly or indirectly, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)11.14 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (zc) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow assets or earning power aggregating more than 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 any Subsidiary of the Company in one or more transactions transactions, each of which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof), then, and in each such case (except as may be contemplated by Section 13(d))case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) 7.5 hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable paid and nonassessable shares of freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defineddefined in Section 13.2), not subject to any free and clear of rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Exercise Price by the number of one one-one- thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the Current Fair Market Price Value (determined pursuant to Section 11(d)(i)11.4 hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Eventconsolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-over EventParty; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.

Consolidation, Merger or Sale or Transfer of Assets. CASH FLOW OR EARNING POWER. (a) Flip-over Event. 13.1 In the event that, following the Stock Acquisition Date, directly or indirectly, (xa) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by Section 11(o)11.14 hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (yb) any Person (other than a Subsidiary of the Company in a transaction which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof) shall consolidate withwith the Company, or merge with or into, and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (zc) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets, cash flow assets or earning power aggregating more than 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 any Subsidiary of the Company in one or more transactions transactions, each of which complies with is not prohibited by the proviso at the end of the first sentence of Section 11(o)11.14 hereof), then, and in each such case (except as may be contemplated by Section 13(d))case, proper provision shall be made so that: : (i) each holder of a Right, except as provided in Section 7(e) 7.5 hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable paid and nonassessable shares of freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defineddefined in Section 13.2), not subject to any free and clear of rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1x) multiplying the then current Purchase Exercise Price by the number of one one-one- thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip-over Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Flip-over Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the Current Fair Market Price Value (determined pursuant to Section 11(d)(i)11.4 hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Flip-over Eventconsolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Flip-over Eventconsolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-over EventParty; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with the such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Flip-over Event.