Common use of Share Exchanges, Reclassifications, Mergers and Consolidations Clause in Contracts

Share Exchanges, Reclassifications, Mergers and Consolidations. Subject to Section 5.12(f)(v) below, any consummation of a binding share exchange or reclassification involving the Senior Securities, or of a merger or consolidation of the Company with another corporation or other entity, unless in each case (x) the Senior Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such Senior Securities remaining outstanding or such securities of the surviving or resulting entity or its ultimate parent, as the case may be, have such terms, conditions, rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the terms, conditions, rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Securities immediately prior to such consummation, taken as a whole; provided, that in all cases, the obligations of the Company are assumed (by operation of law or by express written assumption) by the resulting entity or its ultimate parent;