Exchanges, Reclassifications, Mergers and Consolidations Clause Samples
The "Exchanges, Reclassifications, Mergers and Consolidations" clause defines how contractual rights and obligations are affected when a company undergoes structural changes such as mergers, consolidations, or reclassifications of its securities. Typically, this clause outlines the process for adjusting or converting existing securities, such as shares or options, to reflect the new structure resulting from these corporate actions. For example, if a company merges with another or reclassifies its stock, holders of affected securities may receive equivalent securities in the new entity or have their rights adjusted accordingly. The core function of this clause is to ensure continuity and fairness for stakeholders by specifying how their interests are preserved or modified during significant corporate changes.
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated Securities, or of a merger or consolidation of the Credit Union with another entity, unless in each case (x) the Senior Subordinated Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Credit Union is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such remaining Senior Subordinated Securities outstanding or such securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities immediately prior to such consummation, taken as a whole; provided, however, that, for all purposes of this Section 6.11(b), any increase in the amount of the Senior Subordinated Securities, or the creation and issuance of any other Indebtedness of the Credit Union, or any securities convertible into or exchangeable or exercisable for any Senior Subordinated Securities, ranking senior to, equally with and/or subordinate to the Senior Subordinated Securities with respect to the payment of interest (whether or not such interest compounds) and the distribution of assets upon liquidation, dissolution or winding up of the Credit Union. will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders of outstanding Senior Subordinated Securities.
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Notes, or of a merger or consolidation of the Company with another corporation or other entity, unless in each case (x) the Senior Notes remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such remaining Senior Notes outstanding or such securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Notes immediately prior to such consummation, taken as a whole; provided, however, that for all purposes of this Section 5.20(c), any increase in the amount of the Senior Notes, or the creation and issuance of any other Indebtedness of the Company, or any securities convertible into or exchangeable or exercisable for any Senior Notes, ranking senior to, equally with and/or subordinate to the Senior Notes with respect to the payment of interest (whether or not such interest compounds) and the distribution of assets upon liquidation, dissolution or winding up of the Company will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders of outstanding Senior Notes.
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Designated Preferred, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the units of Designated Preferred remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such units remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred immediately prior to such consummation, taken as a whole; provided, however, that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Interests, including any increase in the authorized amount of Designated Preferred necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Interests, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Interests, ranking equally with and/or junior to Designated Preferred with respect to the payment of distributions (whether such distributions are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding units of the Designated Preferred; provided, further, however, that (i) a GMAC Conversion, (ii) the adoption of the second amended and restated version of the LLC Agreement to be entered into on or about December 31, 2008 and (iii) any amendments to the LLC Agreement entered into in connection with the compliance by the Company, General Motors Corporation and/or FIM Holdings LLC with their commitments to the Board of Governors for purposes of such Board’s approval of the Company’s Ba...
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated Securities, or of a merger or consolidation of the Company with another corporation or other entity, unless in each case (x) the Senior Subordinated Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such remaining Senior Subordinated Securities outstanding or such securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities immediately prior to such consummation, taken as a whole; or
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the CDCI Senior Subordinated Securities, or of a merger or consolidation of the Company with another corporation or other entity, unless in each case (x) the CDCI Senior Subordinated Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and
Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Notes, or of a merger or consolidation of the Company with another entity, unless in each case (x) the Senior Notes remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and