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

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization, reclassification or change of shares of Common Stock issuable upon conversion of the Notes (other than a change as a result of a subdivision or combination); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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) in outstanding shares of Common Stock or any statutory share exchange; or (iii) any sale, lease or other transfer of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any other Person or any statutory share exchange; in each case of clauses (i) – (iii) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then at the effective time of such transaction, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each $1,000 principal amount of Notes shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange (the “Reference Property”). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any from of stockholder election), the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 11.08. 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 11. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, other securities or other property or assets (including cash or any combination thereof) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, 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 Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.08 applies to any event or occurrence, Section 11.06 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization, reclassification or change of shares of Common Stock issuable upon conversion of the Notes 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, or any other change for which an adjustment is provided in Section 6.04(c); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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) in outstanding shares of Common Stock or any statutory share exchangeStock; or (iii) any sale, lease or other transfer of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any other Person or any statutory share exchange; exchange in each case of clauses (i) – (iii) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then at the effective time of such transaction, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each $1,000 principal amount of Notes the Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, sale lease or other transfer or exchange by a holder of a number of shares of Common Stock equal issuable upon conversion of such Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to the Conversion Rate convert all such Securities) immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, sale lease or other transfer or exchange (the “Reference Property”). However, if, at the effective time of such transaction, settlement of Securities converted were to be in cash and shares of Common Stock as described under Section 6.03, a Securityholder will be entitled thereafter to convert its Securities into cash (up to the aggregate Principal Amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Settlement Amount, in an amount equal to the applicable Conversion Rate, as described under Section 6.03. If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any from of stockholder election), the Reference Property into which the Notes Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such election. However, at and after the effective time of the transaction, the amount otherwise payable in cash upon conversion of the Securities will continue to be payable in cash, and the Daily Conversion Value shall be calculated based on the value of the Reference Property. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 11.086.07. 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 116. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, leaselease or other transfer, transfer or exchangethe stock, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, other securities or other property or assets (including cash or any combination thereof) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer sale or exchangeconveyance, 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 Notes Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes Securities maintained by the Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.08 6.07 applies to any event or occurrence, Section 11.06 6.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization, reclassification or change of shares of Common Stock issuable upon conversion of the Notes 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, or any other change for which an adjustment is provided in Section 6.04(c)); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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) in outstanding shares of Common Stock or any statutory share exchangeStock; or (iii) any sale, lease or other transfer of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any other Person or any statutory share exchange; in each case of clauses (i) – (iii) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then at the effective time of such transaction, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each $1,000 principal amount of Notes Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange (the “Reference Property”). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any from of stockholder election), the Reference Property into which the Notes Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such election. However, at and after the effective time of the transaction, the Company will continue to satisfy its conversion obligations in respect of the Securities by delivering (a) cash up to the aggregate principal amount of the Securities converted and (b) in lieu of Common Stock otherwise deliverable, the Reference Property that holders of the Common Stock would have received, in each case in accordance with the procedures set forth under Section 6.03. The amount of cash and any Reference Property that Holders receive upon conversion will be based on a Daily Conversion Value and a Daily Settlement Amount determined using the value of the Reference Property (using a volume weighted average method) during the applicable Observation Period in lieu of Daily VWAP. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 11.086.07. 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 116. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, other securities or other property or assets (including cash or any combination thereof) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, 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 Notes Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes Securities maintained by the Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.08 6.07 applies to any event or occurrence, Section 11.06 6.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization, reclassification or change of shares of Common Stock issuable upon conversion of the Notes 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 stock split or other subdivision of the Common Stock or combinationa reverse stock split or other combination of the Common Stock, or any other change for which an adjustment is provided in Section 5.04(c)); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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 stock split or other subdivision or a reverse stock split or other combination) in outstanding shares of Common Stock or any statutory share exchangeStock; or (iii) any sale, lease or other transfer of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person Person, or any statutory share exchange; in each case of clauses (i), (ii) – and (iii) as a result of which holders of the Common Stock shall would be entitled to receive stockconverted into, or exchanged for, Capital Stock (of the Company or another issuer), other securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock), then at the effective time of such transaction, the Company or the successor or purchasing personPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each $1,000 principal amount of Notes the Securities shall be convertible into the kind and amount of shares of stockCapital Stock (of the Company or another issuer), other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, lease or other transfer or exchange by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, lease or other transfer or exchange (the “Reference Property”). However, if, at the effective time of such transaction, settlement of Securities converted would be in cash and shares of Common Stock as described under Section 5.03, a Securityholder shall be entitled thereafter to convert such Securityholder’s Securities into cash (up to the aggregate Principal Amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Settlement Amount, in an amount equal to the applicable Conversion Rate, as described under Section 5.03. If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any from form of stockholder election), the Reference Property into which the Notes will Securities shall be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such election, as determined by the Board of Directors of the Company. However, at and after the effective time of the transaction, the amount otherwise payable in cash upon conversion of the Securities shall continue to be payable in cash, and the Daily Conversion Value shall be calculated based on the value of the Reference Property. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 11.085.07. Such The supplemental indenture referred to above in this paragraph shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 115. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer lease or exchangeother transfer, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stockCapital Stock, other securities or other property or assets (including cash or any combination thereof) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer lease or exchangeother transfer, 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 Notes Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes Securities maintained by the Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 5.07 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancessales, leases or other transfers. If this Section 11.08 5.07 applies to any event or occurrence, Section 11.06 5.04 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of the following events occur: (i) any recapitalization, reclassification or change of shares of Common Stock issuable upon conversion of the Notes (other than a change as a result of a subdivision or combination); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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) in outstanding shares of Common Stock or any statutory share exchange; or (iii) any sale, lease or other transfer of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries to any other Person or any statutory share exchange; in each case of clauses (i) – — (iii) as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination of the foregoing) with respect to or in exchange for such Common Stock, then at the effective time of such transaction, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each $1,000 principal amount of Notes shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange (the “Reference Property”). If the transaction causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any from of stockholder election), the Reference Property into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common Stock. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 11.08. 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 11. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, other securities or other property or assets (including cash or any combination thereof) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange, 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 Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.08 applies to any event or occurrence, Section 11.06 shall not apply.

Effect of Recapitalization, Reclassification, Consolidation, Merger or Sale. If any of (a) In the following events occurcase of: (i1) any recapitalization, reclassification or change of shares of the Common Stock issuable upon conversion of the Notes (other than a change as a result of a subdivision or combination); (ii) any consolidation, merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any recapitalization, reclassification of, or change (other than 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 split, subdivision or combination) in outstanding shares of Common Stock or any statutory share exchange; orcombination for which an adjustment is made pursuant to Section 13.04(a)); (iii2) any consolidation, merger or combination involving the Issuer or the General Partner; (3) any sale, lease or other transfer of all or substantially all to a third party of the consolidated properties and assets of the Company Issuer, the General Partner and its their Subsidiaries to any other Person or substantially as an entirety; or (4) any statutory share exchange; and, in each case of clauses (i) – (iii) case, as a result of which holders of the Common Stock shall would be entitled to receive converted into, or exchanged for, stock, other securities or securities, other property or assets (including cash or any combination of the foregoingthereof) with respect to or in exchange for (any such Common Stockevent, then a “Merger Event”), then, at and after the effective time of such transactionthe Merger Event, the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that right to exchange each $1,000 principal amount of Notes shall be convertible changed into a right to exchange such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) receivable upon such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchange by that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer Merger Event would have owned or exchange been entitled to receive upon such Merger Event (the “Reference Property”),” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) and, prior to or at the effective time of such Merger Event, the Issuer or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section 9.01 providing for such change in the right to exchange each $1,000 principal amount of Notes; provided, however, that at and after the effective time of the Merger Event (A) the Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon exchange of Notes in accordance with ‎Section 13.02 and (B) (i) any amount payable in cash upon exchange of the Notes in accordance with ‎Section 13.02 shall continue to be payable in cash, (ii) any shares of Common Stock that the Issuer would have been required to deliver upon exchange of the Notes in accordance with ‎Section 13.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (iii) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the transaction Merger Event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any from form of stockholder election), then (i) the Reference Property into which the Notes will be convertible exchangeable shall be deemed to be (x) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders of the Common Stock receive only cash in such Merger Event, then for all exchanges for which the relevant Exchange Date occurs after the effective date of such Merger Event (A) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date (as may be increased by any Additional Shares pursuant to ‎Section 13.06), multiplied by the price paid per share of Common Stock in such Merger Event and (B) the Issuer shall satisfy the Exchange Obligation by paying cash to exchanging Holders on the third Business Day immediately following the relevant Exchange Date. The Company Issuer shall not become a party to any notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) of such transaction unless its terms are consistent with this Section 11.08weighted average as soon as practicable after such determination is made. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments which that shall be as nearly equivalent as may be practicable is possible to the adjustments provided for in this Article 1113. If, in the case of any such recapitalization, reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchangeMerger Event, the Reference Property receivable thereupon by a holder of Common Stock includes shares of stock, other securities or other property or assets (including cash or any combination thereofof the foregoing) of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, combination, sale, lease, transfer or exchangeMerger Event, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) When the Issuer executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 13.07, the Issuer shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed delivered to each Holder, at the address of such Holder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. Any such supplemental indenture filed with the Commission through the EXXXX system (or any successor thereto) shall be deemed to have been sent to the Holders for purposes of this Section 13.07. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this ‎Section 13.07. None of the foregoing provisions shall affect the right of a holder of Notes to exchange its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 13.01 and ‎Section 13.02 prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 11.08 applies to any event or occurrence, Section 11.06 shall not applyMerger Events.