Common use of Non-Cash Mergers or Consolidations Clause in Contracts

Non-Cash Mergers or Consolidations. (a) In addition to, and not in limitation of, the rights of the Holders pursuant to Section 4.4 above, upon the occurrence of a merger or consolidation which constitutes a Redemption Event and pursuant to which the holders of Common Stock receive non-cash consideration, Holders who exercise their rights pursuant to Section 4.4 shall also receive detachable warrants (the "Warrants") issued by the surviving corporation pursuant to a Warrant Agreement substantially in the form attached hereto as Exhibit C to purchase that number of shares of common stock of the surviving corporation equal to the product of (i) the outstanding principal amount of the New Subordinated Notes (rounded to the nearest $1000 dollar increment) divided by $1000 and then multiplied by 94.34 and (ii) the Exchange Ratio. The exercise price of the Warrants shall be equal to the quotient of (x) $10.60 (as adjusted to the date of the consummation of the merger or consolidation pursuant to Article V hereof) and (y) the Exchange Ratio, subject to further adjustment in accordance with the terms of the Warrant Agreement. The term of the Warrants shall be equal to the remaining term of the New Subordinated Notes immediately prior to the consummation of the merger or consolidation giving rise to the rights of the Holders under this Section 4.5. Holders of the Warrants shall have the registration rights set forth in the Warrant Registration Rights Agreement substantially in the form attached hereto as Exhibit D. (b) Upon the occurrence of a Redemption Event described in Section 4.5(a), the Company shall supplement the notice to be provided to Holders under Section 4.4(b) above, to include the following additional information: (i) that the Redemption Event which has occurred entitles the Holders to receive Warrants pursuant to Section 4.5(a) of this Agreement; (ii) the number of Warrants to which each Holder is entitled per $1000 of face amount of New Subordinated Notes outstanding; (iii) the then current exercise price of the Warrants per share of common stock of the surviving corporation; and (iv) instructions determined by the Company consistent with Section 4.5 hereof, that a Holder must follow in order to receive the Warrants to which the Holder is entitled, the Warrant Agreement and the Warrant Registration Rights Agreement. (c) Holders electing to receive the Warrants pursuant to Section 4.5(a) hereof must comply with the requirements of Section 4.4 with respect to the redemption of their New Subordinated Notes, and such Holders shall receive the Warrants, Warrant Agreements and Warrant Registration Rights Agreements concurrently with their receipt of the redemption price pursuant to Section 4.4(d) against surrender to the Company of the New Subordinated Notes to be redeemed. (d) In the event that the consideration for a merger or consolidation which constitutes a Redemption Event is a combination of cash and non-cash consideration, then the percentage of the aggregate dollar amount of outstanding principal and accrued interest on the New Subordinated Notes for which Holders may receive Warrants pursuant to Section 4.5(a) shall be equal to that percentage of the total merger or consolidation consideration to be received by holders of the common stock represented by the non-cash portion of such consideration.

Non-Cash Mergers or Consolidations. (a) In addition to, ---------------------------------- and not in limitation of, the rights of the Holders pursuant to Section 4.4 above, upon the occurrence of a merger or consolidation which constitutes a Redemption Event and pursuant to which the holders of Common Stock receive non-non- cash consideration, Holders who exercise their rights pursuant to Section 4.4 shall also receive detachable warrants (the "Warrants") issued by the surviving corporation pursuant to a Warrant Agreement substantially in the form attached hereto as Exhibit C to --------- purchase that number of shares of common stock of the surviving corporation equal to the product of (i) the outstanding principal amount of the New Subordinated Notes (rounded to the nearest $1000 dollar increment) divided by $1000 and then multiplied by 94.34 and (ii) the Exchange Ratio. The exercise price of the Warrants shall be equal to the quotient of (x) $10.60 (as adjusted to the date of the consummation of the merger or consolidation pursuant to Article V hereof) and (y) the Exchange Ratio, subject to further adjustment in accordance with the terms of the Warrant Agreement. The term of the Warrants shall be equal to the remaining term of the New Subordinated Notes immediately prior to the consummation of the merger or consolidation giving rise to the rights of the Holders under this Section 4.5. Holders of the Warrants shall have the registration rights set forth in the Warrant Registration Rights Agreement substantially in the form attached hereto as Exhibit D.D. --------- (b) Upon the occurrence of a Redemption Event described in Section 4.5(a), the Company shall supplement the notice to be provided to Holders under Section 4.4(b) above, to include the following additional information: (i) that the Redemption Event which has occurred entitles the Holders to receive Warrants pursuant to Section 4.5(a) of this Agreement; (ii) the number of Warrants to which each Holder is entitled per $1000 of face amount of New Subordinated Notes outstanding; (iii) the then current exercise price of the Warrants per share of common stock of the surviving corporation; and (iv) instructions determined by the Company consistent with Section 4.5 hereof, that a Holder must follow in order to receive the Warrants to which the Holder is entitled, the Warrant Agreement and the Warrant Registration Rights Agreement. (c) Holders electing to receive the Warrants pursuant to Section 4.5(a) hereof must comply with the requirements of Section 4.4 with respect to the redemption of their New Subordinated Notes, and such Holders shall receive the Warrants, Warrant Agreements and Warrant Registration Rights Agreements concurrently with their receipt of the redemption price pursuant to Section 4.4(d) against surrender to the Company of the New Subordinated Notes to be redeemed. (d) In the event that the consideration for a merger or consolidation which constitutes a Redemption Event is a combination of cash and non-cash consideration, then the percentage of the aggregate dollar amount of outstanding principal and accrued interest on the New Subordinated Notes for which Holders may receive Warrants pursuant to Section 4.5(a) shall be equal to that percentage of the total merger or consolidation consideration to be received by holders of the common stock represented by the non-cash portion of such consideration.