Common use of Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets Clause in Contracts

Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets. If any of the following shall occur, namely: (a) any reclassification or change of outstanding N.V. Shares issuable upon conversion of the Debt Securities (other than a change in par value, or as a result of a subdivision or combination); (b) any consolidation or merger to which Unilever N.V. is a party as a result of which the holders of N.V. Shares shall be entitled to receive stock, other securities or other assets (including, cash) with respect to or in exchange for N.V. Shares; or (c) sale or conveyance of all or substantially all of the assets or business of Unilever N.V. as an entirety or substantially as an entirety; then Unilever N.V. or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver (together with the Company and each other Guarantor) to the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act) providing that the Holder of each Debt Security then outstanding shall have the right to convert such Debt Security into the kind and amount of shares of stock and other securities and assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of N.V. Shares deliverable upon conversion of such Debt Security immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, assuming such holder of N.V. Shares (i) is not a Person with which Unilever N.V. consolidated or into which Unilever N.V. merged or which merged into Unilever N.V. or to which such sale or transfer was made, as the case may be (“constituent Person”), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer is not the same for each N.V. Share held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and 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 stock and other securities and assets (including cash) 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 shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of N.V. Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, 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 Debt Securities as shall reasonably be necessary by reason of the foregoing. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of the execution of each such supplemental indenture shall be given to each Holder of Debt Securities in accordance with Section 1.06. The Trustee shall not 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 securities or property (including cash) receivable by Holders of Debt Securities upon the conversion of their Debt Securities after any such reclassification, change, consolidation, merger, sale or conveyance or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers Certificate of Unilever N.V. and the Company (if applicable) (which Unilever N.V. and the Company (if applicable) shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets. If any of the following shall occur, namely: : (a) any reclassification or change of outstanding N.V. Shares shares of Common Stock issuable upon conversion of the Debt Securities (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); , (b) any consolidation or merger to of the Issuer with or into any other Person, or the merger of any other Person with or into the Issuer (other than a merger which Unilever N.V. is a party as a does not result in any reclassification, change, conversion, exchange or cancellation of which the holders outstanding shares of N.V. Shares shall be entitled to receive stock, other securities Common Stock) or other assets (including, cash) with respect to or in exchange for N.V. Shares; or (c) sale any sale, transfer or conveyance of all or substantially all of the assets or business of Unilever N.V. as an entirety or substantially as an entirety; the Issuer (computed on a consolidated basis), then Unilever N.V. the Issuer, or such successor or purchasing corporationentity, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver (together with the Company and each other Guarantor) to the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act) providing that the Holder of each Debt Security then outstanding shall have the right to convert such Debt Security only into the kind and amount of shares of stock and other securities and assets property (including cash) receivable upon such reclassification, change, consolidation, merger, sale sale, transfer or conveyance by a holder of the number of N.V. Shares deliverable shares of Common Stock issuable upon conversion of such Debt Security immediately prior to such reclassification, change, consolidation, merger, sale sale, transfer or conveyance, conveyance assuming such holder of N.V. Shares (i) is not a Person with which Unilever N.V. consolidated or into which Unilever N.V. merged or which merged into Unilever N.V. or to which such sale or transfer was made, as Common Stock of the case may be (“constituent Person”), or an Affiliate of a constituent Person and (ii) Issuer failed to exercise his rights of an election, if any, as to the kind or amount of stock securities, cash and other securities and assets (including cash) property receivable upon such reclassification, change, consolidation, merger, sale sale, transfer or transfer conveyance (provided provided, that if the kind or amount of stock securities, cash, and other securities and assets (including cash) property receivable upon such reclassification, change, consolidation, merger, sale sale, transfer or transfer conveyance is not the same for each N.V. Share share of Common Stock of the Issuer held immediately prior to such reclassification, change, consolidation, merger, sale sale, transfer or transfer by other than a constituent Person or an Affiliate thereof and conveyance in respect of which such rights of election shall not have been exercised (“"non-electing share”"), then for the purpose of this Section 14.6 the kind and amount of stock securities, cash and other securities and assets (including cash) property receivable upon such reclassification, change, consolidation, merger, sale sale, transfer or transfer conveyance 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 shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Fourteen. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and assets property (including cash) receivable thereupon by a holder of N.V. Shares shares of Common Stock includes shares of stock or other securities and assets property (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, 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 Debt Securities as the Board of Directors of the Issuer shall reasonably be consider necessary by reason of the foregoing. The provisions of this Section 14.6 shall similarly apply to successive consolidations, mergers, sales or conveyances. Notice of the execution of each such supplemental indenture shall be given mailed to each Holder of Debt Securities in accordance with Section 1.06at his address as the same appears on the registry books of the Issuer. The Neither the Trustee nor any conversion agent shall not 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 securities or property (including cash) receivable by Holders of Debt Securities upon the conversion of their Debt Securities after any such reclassification, change, consolidation, merger, sale or conveyance or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01Article Ten hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers Officers' Certificate of Unilever N.V. and the Company (if applicable) (which Unilever N.V. and the Company (if applicable) Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.