Common use of Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property. (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance to another Person of the property and assets of the Company as an entirety or substantially as an entirety, and pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is converted into or exchanged for stock, other securities, other property or assets (including cash) or any combination thereof (any such event a “ Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to receive shares of the Common Stock upon conversion of a Note, if any, will be changed into the right to receive the kind and amount of shares of stock, other securities or other property or assets (including cash) or any combination thereof that a holder would have been entitled to receive (the “ Reference Property “) upon such transaction in respect of such Common Stock. From and after the Effective Time of such transaction, (i) Conversion Rate will relate to units of such Reference Property (a “unit” of Reference Property being the kind and amount of Reference Property that a holder of one share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values will be determined based on the value of one unit of Reference Property determined as provided under the definition of Daily Conversion Value. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the 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 mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property. (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance to another Person of the property and assets of the Company as an entirety or substantially as an entirety, and pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is converted into or exchanged for stock, other securities, other property or assets (including cash) or any combination thereof (any such event a “ “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to receive shares of the Common Stock upon conversion of a Note, if any, will be changed into the right to receive the kind and amount of shares of stock, other securities or other property or assets (including cash) or any combination thereof that a holder would have been entitled to receive (the “ “Reference Property “Property”) upon such transaction in respect of such Common Stock. From and after the Effective Time of such transaction, (i) Applicable Conversion Rate will relate to units of such Reference Property (a “unit” of Reference Property being the kind and amount of Reference Property that a holder of one share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values will be determined based on the value of one unit of Reference Property determined as provided under the definition of Daily Conversion Value. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the 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 mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property. (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance to another Person of the property and assets of the Company as an entirety or substantially as an entirety, and pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is converted into or exchanged for stock, other securities, other property or assets (including cash) or any combination thereof (any such event a “ Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to receive shares of the Common Stock upon conversion of a Note, if any, will be changed into the right to receive the kind and amount of shares of stock, other securities or other property or assets (including cash) or any combination thereof that a holder would have been entitled to receive (the “ “Reference Property “Property”) upon such transaction in respect of such Common Stock. From and after the Effective Time of such transaction, (i) Conversion Rate will relate to units of such Reference Property (a “unit” of Reference Property being the kind and amount of Reference Property that a holder of one share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values will be determined based on the value of one unit of Reference Property determined as provided under the definition of Daily Conversion Value. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the 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 mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property. (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance to another Person of all or substantially all of the property and assets of the Company as an entirety or substantially as an entiretyCompany, and pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is converted into or exchanged for stock, other securities, other property or assets (including cash) or any combination thereof (any such event a “ “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to receive shares of the Common Stock upon conversion of a NoteNote with respect to the portion of the Daily Conversion Value in excess of $50, if any, will be changed into the right to receive the kind and amount of shares of stock, other securities or other property or assets (including cash) or any combination thereof (in the same proportions) that a holder would have been entitled to receive (the “ “Reference Property “Property”) upon in such transaction in respect of such Common Stock. From , and from and after the Effective Time effective time of such transaction, (i) the Daily Conversion Rate Values and Daily Share Amounts will relate to units be determined based on the values and amounts, as applicable, of such one unit of Reference Property (a “unit” of Reference Property being the kind and amount thereof (in the same proportions) of Reference Property that a holder of one share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values Rate Fractions will be determined based on the value of one unit relate to such units of Reference Property determined as provided under the definition of Daily Conversion ValueProperty. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the 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 mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

Effect of Reclassification, Consolidation, Merger or Sale; Treatment of Reference Property. (a) Upon the occurrence of (i) any reclassification of the Common Stock (other than a change only in par value, or from par value to no par value, or from no par value to par value, or a change as a result of a subdivision or combination of Common Stock), (ii) any consolidation, merger or combination involving the Company, or (iii) any sale or conveyance to another Person of all or substantially all of the property and assets of the Company as an entirety or substantially as an entiretyCompany, and pursuant to such reclassification, consolidation, merger, combination, sale or conveyance, the Common Stock is converted into or exchanged for stock, other securities, other property or assets (including cash) or any combination thereof (any such event a “ “Merger Event”), then the Company, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such Merger Event, execute and deliver to the Trustee a supplemental indenture providing that, at the effective time of the Merger Event, the right to receive shares of the Common Stock Stock, if any, upon conversion of a Note, if any, Note with respect to the portion of the Daily Conversion Value in excess of $50 will be changed into the right to receive the kind and amount of shares of stock, other securities or other property or assets (including cash) or any combination thereof (in the same proportions) that a holder would have been entitled to receive (the “ “Reference Property “Property”) upon in such transaction in respect of such Common Stock. From , and from and after the Effective Time effective time of such transaction, (i) the Daily Conversion Rate Values and Daily Share Amounts will relate to units be determined based on the values and amounts, as applicable, of such one unit of Reference Property (a “unit” of Reference Property being the kind and amount thereof (in the same proportions) of Reference Property that a holder of one share of the Common Stock would receive in such transaction) and (ii) the Daily Conversion Values Rate Fractions will be determined based on the value of one unit relate to such units of Reference Property determined as provided under the definition of Daily Conversion ValueProperty. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.067.06, the Company shall promptly give the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the 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 mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at its address appearing on the Note Register provided for in this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.