Reorganization of the Corporation. The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation's capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.
Reorganization of the Corporation. If the Corporation consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person (other than one of its Wholly-Owned Subsidiaries), upon consummation of such transaction the Series A Preferred Stock shall automatically become convertible into the kind and amount of securities, cash or other assets which the holder of Series A Preferred Stock would have owned immediately after the consolidation, merger, transfer or lease if the holder had converted the Series A Preferred Stock immediately before the record date (or, if none, the effective date) of the transaction. Notwithstanding the preceding paragraph, in the case of any merger, reverse stock split, or other transaction in which the Common Stock shall be converted into the right to receive a consideration consisting solely of cash, then each holder of Series A Preferred Stock, without having to take any action other than the surrendering of such Series A Preferred Stock to the Corporation, shall receive the amount by such holder if it had converted its Series A Preferred Stock immediately before the record date, or, if none, the effective date of such transaction. If this subsection applies, subsections (a), (b), (c), (d) and (e) do not apply.
Reorganization of the Corporation. In the event the Corporation is merged into or consolidated with another corporation, and all or substantially all of the assets of the Corporation are transferred to another corporation, then in connection with such transfer the term “Corporation” for all purposes of this Agreement shall be taken to include such successor corporation, and the Trustee shall receive and hold under this Agreement any securities of such successor corporation received on account of the ownership, as Trustee hereunder, of the Shares held hereunder prior to such merger, consolidation or transfer. The Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Trustee may, in his discretion, substitute for such Voting Trust Certificates new Voting Trust Certificates in appropriate form, and the term “Shares” as used herein shall be taken to include any securities which may be received by the Trustee in lieu of all or any part of the Shares.
