Common use of Mergers, Consolidations Clause in Contracts

Mergers, Consolidations. Amalgamations or Replacements of the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entity, except as described below. The Trust may, at the request of the Depositor, with the consent of the Administrative Trustee and without the consent of the Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect to the payment of Distributions and payments upon liquidation and redemption, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacement, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity not to be classified as a grantor trust for United States Federal income tax purposes.

Mergers, Consolidations. Amalgamations or Replacements of --------------------------------------------------------- the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be --------- replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any corporation or other entityPerson, except as described belowpursuant to this Section 9.05. The Trust may, at At the request of the Depositor, with the consent of the Administrative Trustee Trustees and without the consent of the Holders of the Preferred Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be replaced byby or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, however, that (i) such -------- ------- successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Capital Securities or (b) substitutes for the Preferred Capital Securities other securities having substantially the same terms as the Preferred Capital Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Capital Securities rank in priority with respect to the payment of Distributions and payments upon liquidation liquidation, redemption and redemptionotherwise, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to as the Debenturesholder of the Junior Subordinated Debt Securities, (iii) the Successor Securities (if Capital Securities are listedlisted or traded, or any Successor successor Securities will be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Preferred Capital Securities are then listedlisted or traded, if any, (iv) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not cause the Preferred Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar identical and limited to that of the Trust, (vii) prior to such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacement lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Capital Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation amalgamation, replacement, conveyance, transfer or replacementlease, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust AgreementGuarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of 100% in Liquidation Amount of the Preferred Trust Securities, consolidate, amalgamate, merge with or into, consolidate, amalgamate, or be replaced byby or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger merger, replacement, conveyance, transfer or replacement lease would cause the Trust or the successor entity not to be classified as an association taxable as a corporation or as other than a grantor trust for United States Federal federal income tax purposes.

Mergers, Consolidations. Amalgamations Sales, Reorganizations or Replacements Reclassification. In the case of any consolidation or merger of the Trust. The Trust may not merge Company with or into, consolidate, amalgamateanother entity (regardless of whether the Company is a surviving entity), or be replaced bythe sale of all or substantially all of its assets to another entity, or conveyany reorganization, transfer recapitalization or lease its properties and assets as an entirety or substantially as an entirety to any corporation reclassification of the Common Stock or other entity, except as described below. The Trust may, at the request equity securities of the DepositorCompany, with then, as a condition of such consolidation, merger, sale, reorganization, recapitalization or reclassification, lawful and adequate provision shall be made whereby the consent Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the Administrative Trustee shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash) as may (by virtue of such consolidation, merger, sale, reorganization, recapitalization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization, recapitalization or reclassification not taken place, and without the consent of the Holders of the Preferred Securitiesin any such case, merge with or into, consolidate, amalgamate, or appropriate provisions shall be replaced by, a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust made with respect to the Preferred Securities or (b) substitutes for rights and interests of the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank with respect Holder of this Warrant to the payment of Distributions and payments upon liquidation and redemptionend that the provisions hereof (including, (ii) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee with respect to the Debentureswithout limitation, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, (iv) such merger, consolidation, amalgamation or replacement does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges provisions for adjustment of the Holders per share Warrant Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of the Preferred Securities (including stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially similar to that of the Trust, (vii) prior to such merger, consolidation, amalgamation or replacement, the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (b) following such merger, consolidation, amalgamation or replacement, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (viii) the Depositor or any permitted successor assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not, except with the consent of all Holders of the Preferred Securities, merge with or into, consolidate, amalgamate, or be replaced by, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamationmerger, merger sale, reorganization, recapitalization or replacement would cause reclassification, unless prior to or simultaneously with the Trust or consummation thereof, the successor entity not (if other than the Company) resulting from such consolidation, merger, reorganization, recapitalization or reclassification or the entity purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder of this Warrant, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be classified as a grantor trust for United States Federal income tax purposesentitled to receive.