Common use of Consolidations and Mergers of Company and Sales Permitted Only on Certain Terms Clause in Contracts

Consolidations and Mergers of Company and Sales Permitted Only on Certain Terms. The Company shall not consolidate with or merge with or into any other Person (whether or not affiliated with the Company), or transfer (by lease, assignment, sale, or otherwise) all or substantially all of its properties and assets to another Person (whether or not affiliated with the Company) unless (i) either (A) the Company shall be the continuing or surviving Person in such a consolidation or merger or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred (the Company or such other Person being referred in this Section 11.01 to as the "Surviving Person") shall be a corporation organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplement executed by the Surviving Person and the Guarantor and delivered to the Trustee, all the obligations of the Company under the Securities and the Indenture, (ii) immediately after the transaction and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Default will exist, or after notice or lapse of time or both, would exist, (iii) in the case of Securities of a series issued to a Kingsway Financial Capital Trust, such transaction is permitted under the related Trust Agreement and does not give rise to any breach or violation of such Trust Agreement, and (iv) a Company Officer's Certificate has been delivered to the Trustee to the effect that the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and an Opinion of Counsel (from a counsel who shall not be an employee of the Company or the Guarantor and is employed by a firm having a recognized national tax and securities law practice) has been delivered to the Trustee to the effect that the conditions set forth in the preceding clause (i) have been satisfied.

Consolidations and Mergers of Company and Sales Permitted Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into any other Person (whether or not affiliated with the Company)Person, or transfer (by lease, assignment, sale, or otherwise) all or substantially all of its properties and assets to another Person (whether or not affiliated with the Company) unless (i) either (A) the Company shall be the continuing or surviving Person in such a consolidation or merger or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred (the Company or such other Person being referred in this Section 11.01 to as the "“Surviving Person"”) shall be a corporation organized and validly existing under the laws of the United States, any state thereof, or the District of Columbia, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplement executed by the Surviving Person and the Guarantor and delivered to the Trusteesupplement, all the obligations of the Company under the Securities and the Indenture, (ii) immediately after the transaction and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Event of Default will exist, or after notice or lapse of time or both, would exist, (iii) in if as a result of such transaction the case Notes become convertible into, or the Daily VWAP is calculated by reference to, common stock or other securities issued by a third party (subject to the provisions of Securities Section 8.02 of a series issued to a Kingsway Financial Capital Trustthis Supplemental Indenture), such transaction is permitted third party fully and unconditionally guarantees all obligations of the Company or such Surviving Person under the related Trust Agreement Notes and does such supplemental indenture, unless such guarantee is not give rise required for any shares of the Common Stock issuable upon conversion of the Notes to any breach or violation of such Trust Agreement, be freely tradable under U.S. securities law and (iv) a Company an Officer's ’s Certificate has been delivered to the Trustee to the effect that the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and an Opinion of Counsel (from a counsel who shall not be an employee of the Company or the Guarantor and is employed by a firm having a recognized national tax and securities law practiceCompany) has been delivered to the Trustee to the effect that the conditions set forth in the preceding clause (i) have been satisfied.

Consolidations and Mergers of Company and Sales Permitted Only on Certain Terms. (a) The Company shall not consolidate with or merge with or into any other Person (whether or not affiliated with the Company)Person, or transfer (by lease, assignment, sale, or otherwise) all or substantially all of its properties and assets to another Person (whether or not affiliated with the Company) unless unless: (i) either (A) the Company shall be the continuing or surviving Person in such a consolidation or merger or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred (the Company or such other Person being referred in this Section 11.01 to as the "“Surviving Person"”) shall be a corporation corporation, partnership, limited liability company, business trust, trust or other legal entity organized and validly existing under the laws of the United States, any state State thereof, or the District of Columbia, and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplement executed by the Surviving Person and the Guarantor and delivered to the Trusteesupplemental hereto, all of the obligations of the Company under the Securities and the Indenture, ; (ii) immediately after the transaction and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Default will exist, or after notice or lapse of time or both, would exist, ; and (iii) in the case of Securities of a series issued to a Kingsway Financial Capital Trust, such transaction is permitted under the related Trust Agreement and does not give rise to any breach or violation of such Trust Agreement, and (iv) a Company an Officer's ’s Certificate has been delivered to the Trustee to the effect that the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and an Opinion of Counsel (from a counsel who shall not be an employee of the Company or the Guarantor and is employed by a firm having a recognized national tax and securities law practiceCompany) has been delivered to the Trustee to the effect that the conditions set forth in the preceding clause (i) have been satisfied. (b) The Surviving Person will succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, and thereafter the predecessor corporation will be relieved of all obligations and covenants under this Indenture and the Securities.

Consolidations and Mergers of Company and Sales Permitted Only on Certain Terms. (a) The Company shall covenants that it will not merge or consolidate with or merge with or into any other Person corporation or sell or convey (whether or not affiliated with the Company), or transfer (including by way of lease, assignment, sale, or otherwise) all or substantially all of its properties and assets to another Person (whether or not affiliated with the Company) any Person, unless (i) either (A) the Company or one of its wholly-owned Subsidiaries shall be the continuing corporation, or surviving Person in such a consolidation the successor corporation or merger or (B) the Person which acquires by sale or conveyance substantially all the assets of the Company (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are transferred (the Company or such other Person being referred in this Section 11.01 to as the "Surviving Person"one of its wholly-owned Subsidiaries) shall be a corporation or entity organized and validly existing under the laws of the United States, States of America or any state thereof, or the District of Columbia, State thereof and shall expressly assumeassume the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company, by an supplemental indenture (or indenturesreasonably satisfactory to the Trustee, if at such time there is more than one Trustee) supplement executed by the Surviving Person and the Guarantor and delivered to the TrusteeTrustee by such corporation or entity, all the obligations of the Company under the Securities and the Indenture, (ii) immediately after the transaction and the incurrence or anticipated incurrence of any Indebtedness to be incurred in connection therewith, no Default will exist, or after notice or lapse of time or both, would exist, (iii) in the case of Securities of a series issued to a Kingsway Financial Capital Trust, such transaction is permitted under the related Trust Agreement and does not give rise to any breach or violation of such Trust Agreement, and (iv) a Company Officer's Certificate has been delivered to the Trustee to the effect that the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and an Opinion of Counsel (from a counsel who shall not be an employee of the Company or such successor corporation or entity, as the Guarantor and is employed by a firm having a recognized national tax and securities law practice) has been delivered to the Trustee to the effect that the conditions set forth case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the preceding clause performance of any such covenant or condition. (ib) have Such successor corporation or entity under paragraph (a) of this Section will succeed to and be substituted for the Company with the same effect as if it had been satisfiednamed as a party to this Indenture, and thereafter the Company will be relieved of all obligations and covenants under this Indenture and the Securities.