Common use of Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets Clause in Contracts

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, without limitation, any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any other transaction pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note then outstanding shall have the obligation thereafter to convert such Note only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note might have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. 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 11.14 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, without limitation, (including any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which that does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale sale, lease, transfer, conveyance or transfer other disposition of all or substantially all of the assets of the Company or (iv) any other transaction compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding Outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person formed by such consolidation or resulting from such merger or which that acquired such assets or which that acquired the Company's shares’s shares of Common Stock, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. Such supplemental indenture shall provide for adjustments whichthat, 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. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such reclassification, change, combination, consolidation, merger, sale or conveyance, the Company will make adequate provision whereby the Holders of the Securities shall have the opportunity, on a timely basis, to determine the form of consideration into which all of the Securities, treated as a single class, shall be convertible. The form of consideration into which all of the Securities, treated as a single class, shall be convertible, shall be determined by the Holders of a majority of the Securities (based on principal amount outstanding thereunder) who have made an election as to such form of consideration and shall be subject to any limitations to which all of the holders of Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable. In the event that the Holders do not make such election on or prior to the date 10 days after receipt of notice that such election is required, then for the purposes of this Section 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by each Holder shall be deemed to be the kind and amount so receivable by holders of a plurality of the Common Stock. The above provisions of this Section 11.14 12.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, (including without limitation, limitation any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company Company, or (iv) any other transaction compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental supple mental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The above provisions of this Section 11.14 13.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, without limitation, (including any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which that does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale sale, lease, transfer, conveyance or transfer other disposition of all or substantially all of the assets of the Company or (iv) any other transaction compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby to the Base Shares and Plus Cash Amount payable upon conversion such that the Holder of each any Note then outstanding shall have the obligation thereafter to convert upon such Note only into conversion will receive upon conversion (subject to funds being legally available for such purpose under applicable law at the time of such conversion) only the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the a number of shares of Common Stock equal to the number of Base Shares into which such Note might have been converted immediately prior to such transaction, together with the Plus Cash Amount. The Company or the Person formed by such consolidation or resulting from such merger or which that acquired such assets or which that acquired the Company's shares’s shares of Common Stock, as the case may be, shall execute and deliver to the Trustee a supplemental indenture indenture, satisfactory to the Trustee, establishing such rights. Such supplemental indenture shall provide for adjustments whichthat, 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 11.14 12.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, (including without limitation, limitation any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, person. any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company Company, or (iv) any other transaction transaction) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. 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 11.14 13.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, (including without limitation, limitation any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or 81 89 cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company Company, or (iv) any other transaction transaction) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. 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 11.14 13.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, (including without limitation, limitation any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company Company, or (iv) any other transaction compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person person formed by such consolidation or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. 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 11.14 13.11 shall similarly apply to successive transactions of the foregoing type.

Provisions in Case of Reclassification, Consolidation, Merger or Sale of Assets. In the event that the Company shall be a party to any transaction including, (including without limitation, limitation any (i) recapitalization or reclassification of the 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 of the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Personperson, any merger of another Person person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common StockStock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company Company, or (iv) any other transaction compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Note Security then outstanding shall have the obligation right thereafter to convert such Note Security only into (subject to funds being legally available for such purpose under applicable law at the time of such conversion) the kind and amount of securities, cash and other properly property receivable upon such transaction by a holder of the number of shares of Common Stock into which such Note Security might have been converted immediately prior to such transaction. The Company or the Person person formed by such consolidation 64 72 or resulting from such merger or which acquired such assets or which acquired the Company's shares, as the case may be, shall execute and deliver to the Trustee a supplemental indenture establishing such rights. 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 11.14 13.11 shall similarly apply to successive transactions of the foregoing type.