Common use of PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS Clause in Contracts

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers with, or merger of either of the Issuers into, any other Person, any merger of another Person into either of the Issuers (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests of either of the Issuers) or any sale or transfer or conveyance of all or substantially all of the assets of either of the Issuers, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests of the appropriate Issuer into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests of the appropriate Issuer (i) is not a Person with which the Issuer consolidated or into which the Issuer merged or which merged into the Issuer or to which such sale or transfer was made, as the case may be (“constituent Person”), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest of the Issuer held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“nonelecting Equity Interest”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest shall be deemed to be the kind and amount so receivable per Equity Interest by a plurality of the nonelecting Equity Interests). Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.112.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyancetransfer, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.. [If applicable, insert--

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers Company to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.. [Intentionally left blank]

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests Outstanding shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.11401, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 ArticleIndenture applicable to the Securities immediately prior to the consolidation, merger, sale of, transfer or conveyance. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers Company to the Holder of each Security as provided in Section 1.6 106 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers Company to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Guarantor with, or merger of either of the Issuers Guarantor into, any other Person, any merger of another Person into either of the Issuers Guarantor (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests Outstanding shares of either of the IssuersGuarantor Common Stock) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersGuarantor, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.114.01, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of the appropriate Issuer Guarantor Common Stock into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests of the appropriate Issuer Guarantor Common Stock (i) is not a Person with which the Issuer Guarantor consolidated or into which the Issuer Guarantor merged or which merged into the Issuer Guarantor or to which such sale or transfer was made, as the case may be (“constituent Person”), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of the Issuer Guarantor Common Stock held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“nonelecting Equity Interestshare”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 ArticleIndenture applicable to the Securities immediately prior to the consolidation, merger, sale of, transfer or conveyance. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers Guarantor to the Holder of each Security as provided in Section 1.6 1.06 promptly upon such execution. The Issuers Guarantor shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.11402, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyancetransfer, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“constituent "Constituent Person”"), or an any Affiliate of a constituent Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others other than a constituent Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“nonelecting Equity Interest”"non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest non-electing share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsnon-electing shares), and assuming, if such consolidation, merger, sale or transfer is prior to the date upon which the Securities first become convertible, that the Securities were convertible at the time of such consolidation, merger, sale or transfer at the initial conversion price specified in Section 1402 as adjusted from the date of the issuance of the applicable Securities to such time pursuant to Section 1405. Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.ARTICLE FIFTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests Outstanding shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.11401, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyance, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 ArticleIndenture applicable to the Securities immediately prior to the consolidation, merger, sale of transfer or conveyance. The above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers Company to the Holder of each Security as provided in Section 1.6 106 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.

PROVISIONS IN CASE OF CONSOLIDATION, MERGER OF SALE OF ASSETS. In case of any consolidation of either of the Issuers Company with, or merger of either of the Issuers Company into, any other Person, any merger of another Person into either of the Issuers Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding Equity Interests shares of either Common Stock of the IssuersCompany) or any sale or transfer or conveyance of all or substantially all of the assets of either of the IssuersCompany, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 16.112.1, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance by a holder of the number of Equity Interests shares of Common Stock of the appropriate Issuer Company into which such Security might have been converted immediately prior to such consolidation, merger, sale or transfer or conveyancetransfer, assuming such holder of Equity Interests Common Stock of the appropriate Issuer Company (i) is not a Person with which the Issuer Company consolidated or into which the Issuer Company merged or which merged into the Issuer Company or to which such sale or transfer was made, as the case may be (“"constituent Person”"), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer or conveyance (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer is not the same for each Equity Interest share of Common Stock of the Issuer Company held immediately prior to such consolidation, merger, sale or transfer by others than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“"nonelecting Equity Interest”share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale or transfer by each nonelecting Equity Interest share shall be deemed to be the kind and amount so receivable per Equity Interest share by a plurality of the nonelecting Equity Interestsshares). Such supplemental indenture shall provide for adjustments 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 above provisions of this Section shall similarly apply to successive consolidations, mergers, sales or transfers. Notice of the execution of such a supplemental indenture shall be given by the Issuers to the Holder of each Security as provided in Section 1.6 promptly upon such execution. The Issuers Company shall be solely responsible for performing the duties and responsibilities contained in this Article and the Trustee shall have no responsibility therefor.. [If applicable, insert-- ---------------------