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

Effect of Merger, Consolidation or Sale of Assets. In case of any merger of the Company into or consolidation of the Company with any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of the properties and assets of the Company substantially as an entirety, the Person resulting from such merger or consolidation or which acquires such properties and assets of the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 12.1, to convert such Security only into the kind and amount of securities, cash and other property, if any, receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such merger, consolidation, sale or transfer, assuming such holder of Common Stock (i) is not a Person into which the Company merged or which merged into the Company or with which the Company consolidated or to which such sale or transfer was made, as the case may be (a "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 securities, cash or other property receivable upon such merger, consolidation, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer is not the same for each share of Common Stock held immediately prior to such merger, consolidation, 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 ("nonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to any successive merger, consolidation, sale or transfer. No adjustment in the conversion price shall be made pursuant to Section 12.4 as a result of any merger, consolidation, sale or transfer of the properties and assets of the Company substantially as an entirety to which this Section 12.12 applies.

Effect of Merger, Consolidation or Sale of Assets. In case of any merger of the Company into or consolidation of the Company with any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of the properties and assets of the Company substantially as an entirety, the Person resulting from such merger or consolidation or which acquires such properties and assets of the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security providing the conversion right contained in this Article XII that is then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 12.1, to convert such Security only into the kind and amount of securities, cash and other property, if any, receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such merger, consolidation, sale or transfer, assuming such holder of Common Stock (i) is not a Person into which the Company merged or which merged into the Company or with which the Company consolidated or to which such sale or transfer was made, as the case may be (a "“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 securities, cash or other property receivable upon such merger, consolidation, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer is not the same for each share of Common Stock held immediately prior to such merger, consolidation, 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 ("“nonelecting share"”), then for the purpose of this Section 12.12 the kind and amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XII. The above provisions of this Section shall similarly apply to any successive merger, consolidation, sale or transfer. No adjustment in the conversion price shall be made pursuant to Section 12.4 as a result of any merger, consolidation, sale or transfer of the properties and assets of the Company substantially as an entirety to which this Section 12.12 applies.

Effect of Merger, Consolidation or Sale of Assets. In case of any merger of the Company into or consolidation of the Company with any other Person, any merger of another Person into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of the properties and assets of the Company substantially as an entirety, the Person resulting from such merger or consolidation or which acquires such properties and assets of the Company, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 12.1, to convert such Security only into the kind and amount of securities, cash and other property, if any, receivable upon such merger, consolidation, sale or transfer by a holder of the number of shares of Common Stock into which such Security might have been converted immediately prior to such merger, consolidation, sale or transfer, assuming such holder of Common Stock (i) is not a Person into which the Company merged or which merged into the Company or with which the Company consolidated or to which such sale or transfer was made, as the case may be (a "“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 securities, cash or other property receivable upon such merger, consolidation, sale or transfer (provided that if the kind or amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer is not the same for each share of Common Stock held immediately prior to such merger, consolidation, 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 ("“nonelecting share"”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such merger, consolidation, sale or transfer by each nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section shall similarly apply to any successive merger, consolidation, sale or transfer. No adjustment in the conversion price shall be made pursuant to Section 12.4 as a result of any merger, consolidation, sale or transfer of the properties and assets of the Company substantially as an entirety to which this Section 12.12 applies.