Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect to any adjustment required by subsection (d) of Section 15.05 if such reclassification, change, consolidation, merger, sale or conveyance constitutes a Fundamental Change). 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 2 contracts
Samples: Indenture (Seagate Technology Inc), Indenture (Seagate Technology Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification xxxxx ssification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of shares of stock and other securities or property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section 15.6, the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesSecurities, at his address appearing on the Debenture Security register provided for in Section 2.05 2.5 of this Indenture, within ten (10) 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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 2 contracts
Samples: System Software (System Software Associates Inc), Securities Purchase Agreement (System Software Associates Inc)
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 2 contracts
Samples: Dwango North America Corp, Dwango North America Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share")), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, -77- 78 statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 2 contracts
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Debenture (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection including cash) receivable upon such reclassification, change, consolidation,. merger, combination, sale or conveyance (dprovided that, if the kind or amount of stock, other securities or other property or assets (including cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his its address appearing on the Debenture register provided for in Section 2.05 of this Indenture, within twenty (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 15.06 applies to any event or occurrence, Section 15.05 shall not apply.
Appears in 1 contract
Samples: Mentor Graphics Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures 106 115 Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: Conexant Systems Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting-share")), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non- electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (20) days after execution thereof. The above provisions Failure to deliver such notice shall not affect the legality or validity of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancessuch supplemental indenture.
Appears in 1 contract
Samples: Corestaff Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Underlying Stock (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), (ii) any consolidation, merger or combination of the Guarantor Issuer with another corporation as a result of which holders of Common Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, or (iii) any sale or conveyance transfer of the properties and assets of the Guarantor Issuer as, or substantially as, an entirety to any other corporation as a result of which holders of Common Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurUnderlying Stock, then the Company Issuer or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Securities of such series shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, combination or sale or conveyance by a holder of a number of shares of Common Underlying Stock issuable upon conversion of the Securities of such Debentures series (assuming, for such purposes, a sufficient number of authorized shares of Underlying Stock available to convert all such Securities of such series) immediately prior to such reclassification, change, consolidation, merger, combinationcombination or sale assuming such holder of Underlying Stock did not exercise his or her rights of election, sale if any, as to the kind or conveyance (but after giving effect to any adjustment required by subsection (d) amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange or sale (provided, that if the kind or conveyance constitutes amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 17.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Seventeen. If, in the case of any such reclassification, change, consolidation, merger, combination or sale, the stock or other securities and assets receivable thereupon by a holder of shares of Underlying Stock 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 reclassification, change, consolidation, merger, combination or sale, 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 Securities of such series as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Debentures, Securities of such series at his or her address appearing on the Debenture register provided of Holders for in Section 2.05 that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 17.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinationscombinations and sales. If this Section 17.7 applies to any event or occurrence, sales and conveyancesSection 17.5 shall not apply.
Appears in 1 contract
Samples: Itt Corp /Nv/
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or to 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), (ii) any consolidation, merger merger, or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any 93845.01 - 24 - other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (each of the foregoing being referred to as a "Transaction"), each share of Series C Preferred Stock then outstanding shall occur, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall thereafter be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures share of Series C Preferred Stock (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Series C Preferred Stock) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect conveyance, assuming each holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 8.6 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the non-electing shares). Notwithstanding anything contained herein to the contrary, the Company will not effect any Transaction unless, prior to the consummation thereof, (i) the Surviving Person thereof shall assume, by written instrument mailed to each holder of shares of Series C Preferred Stock if such shares are held by 50 or fewer holders or groups of affiliated holders or to each Transfer Agent for the shares of Series C Preferred Stock if such shares are held by a greater number of holders, the obligation to deliver to such holder such stock, securities or other property or assets (including cash) with respect to or in exchange for Common Stock to which, in accordance with the foregoing provisions, such holder is entitled and (ii) proper provision is made to ensure that the holders of shares of Series C Preferred Stock will be entitled to receive the benefits afforded by Section 8.6. Such supplemental indenture shall written instrument should provide for adjustments which shall be as nearly as equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture8.6. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 8.6 applies to any event or occurrence, Section 8.5 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or --------------- combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of shares of stock and other securities or property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section ------- 15.6, the kind and amount of shares of stock and other securities or property or ---- assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesSecurities, at his address appearing on the Debenture Security register provided for in Section 2.05 2.5 of this Indenture, within ten ----------- (10) 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 15.6 applies to any event or occurrence, Section 15.5 shall ------------ ------------ not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.6(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share")), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.5, within twenty (20) days 49 50 after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The Company shall publish notice of any of the events set forth in Section 15.7(i) to (iii) above in Luxembourg as soon as practicable after the occurrence of such event. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Indenture (Amazon Com Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 12.5(a) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such Holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (a Fundamental Change“non-electing share”). Such supplemental indenture shall provide , then for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions purposes of this Section 12.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall similarly apply be deemed to successive reclassifications, changes, consolidations, mergers, combinations, sales be the kind and conveyances.amount so receivable per share by a plurality of the non-electing 77
Appears in 1 contract
Samples: Ual Corp /De/
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights or election shall not have been exercised ("nonelecting share")), then for purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable or share by a Fundamental Change)plurality if 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Speedfam International Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, 72 80 combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder (provided that, if the kind or amount of a number of shares of Common Stock issuable stock, other securities or other property or assets (including cash) receivable upon conversion of such Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (but after giving effect to any adjustment required by subsection "non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: Burr Brown Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger merger, share exchange or combination of the Guarantor Company with another corporation person, or (iii) any sale or conveyance of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Convertible Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Notes (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance (but after giving effect conveyance. In the event holders of Common Stock have the opportunity to any adjustment required by subsection (d) elect the form of Section 15.05 if consideration to be received in such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance constitutes conveyance, the Company will make adequate provision whereby holders of the Convertible Notes shall have the opportunity, on a Fundamental Change)timely basis, to determine the form of consideration into which all of the Convertible Notes, treated as a single class, shall be convertible. Such determination shall be based on the blended, weighted average of elections made by holders of the Convertible Notes who participate in such determination and shall be subject to any limitations to which all of the holders of Common Stock are subject to, such as pro rata reductions applicable to any portion of the consideration payable. 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.this
Appears in 1 contract
Samples: Credence Systems Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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)the Company, (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock of the Company shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock of the Company, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock of the Company shall occurbe entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock of the Company, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Indenture Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indenture) providing that each Debenture the Notes shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) ), receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Company had the Notes (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock of the Company are available to convert all the Notes) been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock of the Company did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance; provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes is not the same for each share of Common Stock of the Company in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 6.03(d) the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Six. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.03 of this Indenture, within twenty (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.
Appears in 1 contract
Samples: Indenture (Transtel S A)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 7.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”)), then for the purposes of this Section 7.06 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. A Holder may convert Debentures at any time from and after the date which is 15 days prior to the anticipated effective date of a transaction of the type described in clause (i), (ii) or (iii) above until 15 days after the effective date of such transaction. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Debentures, at his its address appearing on the Debenture register provided for in Section 2.05 2.07 of this the Base Indenture, within twenty (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 7.06 applies to any event or occurrence, Section 7.05 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non- electing share"), then for the purposes of this Section 6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Omni Medical Holdings Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such Holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (but after giving effect to any adjustment required by subsection (d) provided that, if the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been 115 exercised ("non-electing share"), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a Holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the holders of the Notes as the Company's 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 Holder of DebenturesNotes, at his address appearing on the Debenture register Note Register provided for in Section 2.05 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Indenture (RCN Corp /De/)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (ia) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 12.04(c) applies), (iib) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiic) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or 97 105 assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock is (but after giving effect i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to any adjustment required by subsection which such sale or transfer was made, as the case may be (da "CONSTITUENT PERSON"), or an Affiliate of a Constituent Person, and (ii) failed to exercise his rights of Section 15.05 election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE")), then for the purposes of this Section 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments which 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 Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.06 promptly upon such execution. Neither the Trustee, any Paying Agent nor any Conversion Agent shall 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 other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, combination, sale or conveyance or to any such adjustment, but may accept as conclusive evidence of the correctness of any such 98 106 provisions, and conveyancesshall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.
Appears in 1 contract
Samples: Veritas Software Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 11.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidationconsolida tion, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting-share")), then for the purposes of this Section 11.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesSecurities, at his address appearing on the Debenture Security register provided for in Section 2.05 2.6 of this Indenture, within twenty (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 11.6 applies to any event or occurrence, Section 11.5 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Convertible Subordinated Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 12.6, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share by a Fundamental Changeplurality 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 12. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a person other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holders of the Convertible Subordinated 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 of Debentures, Convertible Subordinated Notes at his or her address appearing on the Debenture register provided Register of holders for in Section 2.05 that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 12.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Dwango North America Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (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 combinationcombination to which Section 15.5 (c) applies), (ii) any consolidation, merger or combination of the Guarantor with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights or election shall not have been exercised ("nonelecting share")), then for purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable or share by a Fundamental Change)plurality if 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Indenture (Novellus Systems Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (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 combinationcombination to which Section 15.4(3) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable that the holder of such Note would have owned or been entitled to receive upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock is (but after giving effect i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to any adjustment required by subsection which such sale or transfer was made, as the case may be (da "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to exercise his rights of Section 15.05 election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-electing Share")), then for the purposes of this Section 15.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments which 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 Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Note as provided in Section 1.6 promptly upon such execution.
Appears in 1 contract
Samples: HNC Software Inc/De
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 14.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, (iii) the Company is a party to a binding share exchange, or (iiiiv) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance constitutes (PROVIDED that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NONELECTING SHARE"), then for the purposes of this Section 14.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the non-electing shares). Such supplemental indenture shall provide for adjustments adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 14. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 of this Indenture, within twenty (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. Interest will not accrue on any cash into which the Notes are convertible. 64 If this Section 14.06 applies to any event or occurrence, Section 14.05 shall not apply.
Appears in 1 contract
Samples: Jetblue Airways Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Underlying Stock (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), (ii) any consolidation, merger or combination of the Guarantor Issuer with another corporation as a result of which holders of Common Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Underlying Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Issuer as, or substantially as, an entirety to any other corporation as a result of which holders of Common Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurUnderlying Stock, then the Company Issuer or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Securities of such series shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, combination or sale or conveyance by a holder of a number of shares of Common Underlying Stock issuable upon conversion of the Securities of such Debentures series (assuming, for such purposes, a sufficient number of authorized shares of Underlying Stock available to convert all such Securities of such series) immediately prior to such reclassification, change, consolidation, merger, combinationcombination or sale assuming such holder of Underlying Stock did not exercise his or her rights of election, sale if any, as to the kind or conveyance (but after giving effect to any adjustment required by subsection (d) amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange or sale (provided, that if the kind or conveyance constitutes amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 16.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Seventeen. The Company shall cause notice If, in the case of the execution of any such supplemental indenture to be mailed to each holder of Debenturesreclassification, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassificationschange, changes, consolidations, mergers, combinations, sales and conveyances.consolidation,
Appears in 1 contract
Samples: Itt Corp /Nv/
Effect of Reclassification, Consolidation, Merger or Sale. If any In the event of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets Property of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect to any adjustment required by subsection (d) of Section 15.05 if such reclassification, change, consolidation, merger, sale or conveyance constitutes a Fundamental Change)conveyance. 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 10. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesHolder, at his address appearing on the Debenture register provided for in Section 2.05 of this IndentureRegister. The above provisions of this Section 10.5 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Lomak Petroleum Inc
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 8 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and this Note Purchase Agreement and (z) if registration or qualification is required by subsection (d) under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of Section 15.05 if the shares of such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.may
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a “Statutory Exchange”), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such Holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (but after giving effect to any adjustment required by subsection (d) provided that, if the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 XV. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a Holder of shares of Common Stock include shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the holders of the Notes as the Company’s 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 Holder of DebenturesNotes, at his address appearing on the Debenture register Note Register provided for in Section 2.05 2.5 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.
Appears in 1 contract
Samples: Indenture (RCN Corp /De/)
Effect of Reclassification, Consolidation, Merger or Sale. (i) If any of the following events occur, namely (iA) any reclassification or change of the outstanding shares of Common Stock (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), (iiB) any consolidation, merger statutory exchange or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiiC) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, combination, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company’s obligations under this Warrant (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale statutory exchange, combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holder as the Board of Directors of the Company shall cause notice reasonably consider necessary by reason of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Acclaim Entertainment Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) hereof applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Nonelecting Share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Nonelecting Share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the Nonelecting 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 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 hereof, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 15.06 applies to any event or occurrence, Section 15.05 hereof shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture register Note Register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: International Rectifier Corp /De/
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Note (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 of this Indenture, within twenty (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 15.06 applies to any event or occurrence, Section 15.05 shall not apply.
Appears in 1 contract
Samples: Indenture (Mentor Graphics Corp)
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger statutory exchange or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, combination, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Subscription Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale statutory exchange, combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The If, in the case of any such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, the stock or other securities or other property or assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, other securities, other property or assets of a Person other than the Company or any such successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other Person and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Subscription Agreement (Questcor Pharmaceuticals Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (ioccur:(i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger merger, share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, other than a consolidation, merger, share exchange or combination in which the Company is the continuing corporation and which does not result in reclassification (other than a change in name, or 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), conversion, exchange or cancellation of the Common Stock, or (iii) any sale or conveyance or other disposition of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance other disposition by a holder of a number of shares of Common Stock issuable upon conversion of the Notes (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale sale, conveyance or conveyance (but after giving effect other disposition assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, sale share exchange, sale, conveyance or other disposition (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale, conveyance constitutes or other disposition is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 11.06, the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale, conveyance or other disposition for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 11. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale, conveyance or other disposition, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, share exchange, combination, sale, conveyance or other disposition, 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 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 of Debentures, Holder at his or her address appearing on the Debenture register provided Register for in Section 2.05 that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales sales, conveyances and conveyancesother dispositions. If this Section 11.06 applies to any event or occurrence, Section 11.05 shall not apply.
Appears in 1 contract
Samples: Delta Air Lines Inc /De/
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger merger, share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Convertible Subordinated Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non- electing share"), then, for the purposes of this Section 12.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 12. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, share exchange, combination, 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 Convertible Subordinated 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 of Debentures, Convertible Subordinated Notes at his or her address appearing on the Debenture register provided Register of holders for in Section 2.05 that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 12.06 applies to any event or occurrence, Section 12.05 shall not apply.
Appears in 1 contract
Samples: Indenture (School Specialty Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange, as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee issue a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) replacement Warrant providing that each Debenture such Warrant shall be convertible into exercisable for the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion exercise of such Debentures Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available for issuance upon exercise of all such Warrants) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to any adjustment required by subsection (d) vote or consent to such transaction had as to the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 10, the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the non-electing shares). Such supplemental indenture replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 9 of this ArticleWarrant. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock shall include shares of stock or other securities and assets of a corporation other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, then such replacement Warrant shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holder of the Warrants as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall mail or cause notice of the execution of such supplemental indenture to be mailed such replacement Warrant to each holder of DebenturesWarrants, at his such holder's address appearing on in the Debenture register provided for in Section 2.05 Warrant Register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch replacement Warrant. The above provisions of this Section 10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10 applies to any event or occurrence, Section 9 of this Warrant shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of DebenturesNotes, at his its address appearing on the Debenture register Note Register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: Indenture (Spectrasite Holdings Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 16. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his its address appearing on the Debenture register Register provided for in Section 2.05 of this Indenture, within twenty (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 16.06 applies to any event or occurrence, Section 16.05 shall not apply.
Appears in 1 contract
Samples: Indenture (Williams Companies Inc)
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 8 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required by subsection (d) under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of Section 15.05 if the shares of such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Axys Pharmecueticals Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Security shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (PROVIDED that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesSecurityholder, at his its address appearing on the Debenture register Security Register provided for in Section 2.05 of this Indenture, within twenty (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 15.06 applies to any event or occurrence, Section 15.05 shall not apply.
Appears in 1 contract
Samples: Indenture (Commscope Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely there shall occur (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 12.5(a) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders Holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance. For purposes of this Section 12.6, the kind and amount of consideration that a Holder would have been entitled to receive as a Holder of the Common Stock in the case of reclassifications, changes, consolidations, mergers, combinations, sales or conveyances of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (but after giving effect determined based in part upon any form of stockholder election) will be deemed to any adjustment required be the weighted average of the kind and amount of consideration received by subsection (d) the Holders of Section 15.05 if the Common Stock that affirmatively make such reclassification, change, consolidation, merger, sale or conveyance constitutes a Fundamental Change)an election. 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 12. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesHolder, at his its address appearing on the Debenture register provided for in Section 2.05 Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 12.6 applies to any event or occurrence, Section 12.5 shall not apply.
Appears in 1 contract
Samples: Indenture (Ual Corp /De/)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 7.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which Holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or and the successor or purchasing corporation, as the case may be, shall execute with take appropriate steps to ensure that the Trustee a supplemental indenture (which shall conform legal documentation evidencing any such transaction provides, in form and substance reasonably satisfactory to the Trust Indenture Act holders of 1939 as not less than a majority in force aggregate principal amount of the Notes at the date of execution of such supplemental indenture) providing time outstanding, that each Debenture the Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder Holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such Holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of shares of stock and other securities or property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance, provided that, if the kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 7.6 the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)plurality of the non-electing shares. Such supplemental indenture legal documentation shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture legal documentation to be mailed to each holder Holder of DebenturesNotes, at his last address appearing on reflected in the Debenture register provided for in Section 2.05 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch legal documentation. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.6 applies to any event or occurrence, Section 7.5 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be 120 130 entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 Fifteen. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures121 131 Notes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: Indenture (Conexant Systems Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.5(c) 81 92 applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, statutory exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share")), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his address appearing on the Debenture register Register provided for in Section 2.05 2.5 of this IndentureIndenture within twenty (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 15.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancessales. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.
Appears in 1 contract
Samples: Indenture (Cke Restaurants Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 15. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his its address appearing on the Debenture register Register provided for in Section 2.05 2.04 of this Indenture, within twenty (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 15.06 applies to any event or occurrence, Section 15.05 shall not apply.
Appears in 1 contract
Samples: Millennium Chemicals Inc
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 16. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his its address appearing on the Debenture register Register provided for in Section 2.05 of this Indenture, within twenty (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 16.06 applies to any event or occurrence, Section 16.05 shall not apply.
Appears in 1 contract
Samples: Wilson Greatbatch (Wilson Greatbatch Technologies Inc)
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a the number of shares of Common Stock issuable upon conversion of this Note in full (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert this Note) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Note and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and other securities so issuable upon conversion of this Note, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture Directors shall reasonably consider necessary by reason of the foregoing, including, to be mailed to each holder of Debenturesthe extent practicable, at his address appearing on the Debenture register provided provisions providing for the repurchase rights set forth in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesArticle IV herein.
Appears in 1 contract
Samples: Note Purchase Agreement (Dwango North America Corp)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (ia) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 12.04(c) applies), (iib) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iiic) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock is (but after giving effect i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to any adjustment required by subsection which such sale or transfer was made, as the case may be (da "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to exercise his rights of Section 15.05 election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share")), then for the purposes of this Section 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)plurality of the non- electing shares. Such supplemental indenture shall provide for adjustments which 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 Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section 12.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales or conveyances. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security as provided in Section 1.06 promptly upon such execution. Neither the Trustee, any Paying Agent nor any Conversion Agent shall 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 other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, combination, sale or conveyance or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and conveyancesshall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.
Appears in 1 contract
Samples: Ventro Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any statutory exchange, as a result of which holders of Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such transaction, a "Statutory Exchange"), or (iv) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee issue a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) replacement Warrant providing that each Debenture such Warrant shall be convertible into exercisable for the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion exercise of such Debentures Warrants (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available for issuance upon exercise of all such Warrants) immediately prior to such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, that holders of Common Stock who were entitled to vote or consent to such transaction had as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (but after giving effect to any adjustment required by subsection (d) provided that, if the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 10, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality of the non-electing shares). Such supplemental indenture replacement Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 9 of this ArticleWarrant. If, in the case of any such reclassification, change, consolidation, merger, combination, Statutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock shall include shares of stock or other securities and assets of a corporation other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidate, merger, combination, Statutory Exchange, sale or conveyance, then such replacement Warrant shall also be executed by such other person and shall contain such additional provisions to protect the interests of the holder of the Warrants as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing. The Exercise Price for the stock and other securities, property and assets (including cash) so receivable upon such event shall be an amount equal to the Exercise Price immediately prior to such event. The Company shall mail or cause notice of the execution of such supplemental indenture to be mailed such replacement Warrant to each holder of DebenturesWarrants, at his such holder's address appearing on in the Debenture register provided for in Section 2.05 Warrant Register within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch replacement Warrant. The above provisions of this Section 10 shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 10 applies to any event or occurrence, Section 9 of this Warrant shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 15.05(c) applies), (ii) any consolidation, merger -------- or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section 15.06 the kind and amount of stock, other ----- securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 15. -- The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 of this Indenture, within twenty (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 15.06 applies to any event or occurrence, Section 15.05 ----- ----- shall not apply.
Appears in 1 contract
Samples: Indenture (Axcelis Technologies Inc)
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 5.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such each supplemental indenture) providing that each Debenture the Notes shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 5.06 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of DebenturesNotes, at his its address appearing on the Debenture Note register provided for in Section 2.05 2.03 of this Indenture, 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 5.06 applies to any event or occurrence, Section 5.05 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) written agreement providing that each Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities Other Securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a the holder of a number of shares of Common Stock issuable upon conversion exercise of this Warrant (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (but after giving effect provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for 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), (y) in the case of any adjustment such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Securities Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by subsection (d) the Holder of Section 15.05 if such shares of stock and Other Securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, sale combination or conveyance constitutes a Fundamental Change)sale. Such supplemental indenture written agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleWarrant. The Company If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock 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 reclassification, change, consolidation, merger, combination, sale or conveyance, then such written agreement shall cause notice also be executed by such other corporation and shall contain such additional provisions to protect the interests of the execution Holder as the Board of such supplemental indenture to be mailed to each holder Directors shall reasonably consider necessary by reason of Debentures, at his address appearing on the Debenture register provided for in Section 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyancesforegoing.
Appears in 1 contract
Samples: Direct Insite Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 14.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture such Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise such holder's rights of election, if any, as to the kind or amount of shares of stock and other securities or property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section 14.6 the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of DebenturesNotes, at his address appearing on the Debenture Note register provided for in Section 2.05 2.5 of this Indenture, within twenty (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 14.6 applies to any event or occurrence, Section 14.5 shall not apply.
Appears in 1 contract
Samples: Dura Pharmaceuticals Inc/Ca
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock (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), (ii) any consolidation, merger merger, share exchange or combination of the Guarantor Company with another corporation Person or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 TIA as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that each Debenture the Securities shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of the Securities (assuming, for such Debentures purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance (but after giving effect assuming such holder of Common Stock did not exercise his or her rights of election, if any, as to any adjustment required by subsection (d) the kind or amount of Section 15.05 if securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale or conveyance constitutes (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised (“Non-electing Share”), then, for the purposes of this Section 10.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 10. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a person other than the successor or purchasing person, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the 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 Holder of Debentures, at his address appearing on Securities within 20 days after execution thereof. Failure to deliver such notice shall not affect the Debenture register provided for in Section 2.05 legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges, combinations, sales and conveyances. If this Section 10.06 applies to any event or occurrence, Section 10.05 shall not apply.
Appears in 1 contract
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 7.5(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, Stock or (iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or and the successor or purchasing corporation, as the case may be, shall execute with take appropriate steps to ensure that the Trustee a supplemental indenture (which shall conform legal documentation evidencing any such transaction provides, in form and substance reasonably satisfactory to the Trust Indenture Act holders of 1939 as not less than a majority in force aggregate principal amount of the Notes at the date of execution of such supplemental indenture) providing time Outstanding, that each Debenture the Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance conveyance, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of shares of stock and other securities or property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance, provided that, if the kind or amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 7.6 the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Change)plurality of the non-electing shares. Such supplemental indenture legal documentation shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture legal documentation to be mailed to each holder of DebenturesHolder, at his last address appearing on reflected in the Debenture register provided for in Section 2.05 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch legal documentation. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.6 applies to any event or occurrence, Section 7.5 shall not apply.
Appears in 1 contract
Samples: Altiva Financial Corp
Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (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 combinationcombination to which Section 16.05(c) applies), (ii) any consolidation, merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occurStock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such 92 Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (but after giving effect to any adjustment required by subsection (dincluding cash) of Section 15.05 if receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance constitutes (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a Fundamental Changeplurality 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 16. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Debentures, at his its address appearing on the Debenture register Register provided for in Section 2.05 of this Indenture, within twenty (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 16.06 applies to any event or occurrence, Section 16.05 shall not apply.
Appears in 1 contract
Samples: Williams Companies Inc
