Common use of Consolidation, Merger or Sale or Transfer of Assets or Earning Power Clause in Contracts

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as set forth in Section 13(d) hereof, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets assets, operating income, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by subsection (d), proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, at any time on or after the Share Acquisition 15% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of in such consolidation or merger merger, (y2) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall shall, directly or indirectly, consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of in such merger and, in connection with such merger, all or part of the shares of Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z3) the Company shall sell, mortgage or otherwise transfer (or and/or any one or more of its Subsidiaries shall sellshall, mortgage directly or indirectly, sell or otherwise transfer), in one transaction or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions of its wholly owned Subsidiaries (such Persons, together with the Persons described in clauses (1) and (2) above shall be collectively referred to in this Section 13 as the "Surviving Person"), then, and in each of which is not prohibited by Section 11(o) hereof)such case, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, at any time on or after the Share Acquisition Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of in such consolidation or merger merger, (y2) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall shall, directly or indirectly, consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of in such merger and, in connection with such merger, all or part of the shares of Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z3) the Company shall sell, mortgage or otherwise transfer (or and/or any one or more of its Subsidiaries shall sellshall, mortgage directly or indirectly, sell or otherwise transfer), in one transaction or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions of its wholly-owned Subsidiaries (such Persons, together with the Persons described in clauses (1) and (2) above shall be collectively referred to in this Section as the "Surviving Person"), then, and in each of which is not prohibited by Section 11(o) hereof)such case, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by subsection (d), proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets assets, cash flow or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by subsection (d), proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets assets, or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by Section 13(d), proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or the Company or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)as

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or at any time after the Share Acquisition Date, directly or indirectlya Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case proper provision shall be made so that

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 of this Agreement, in the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case (except as may be contemplated by

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Date, directly or indirectly, at any time after the Distribution Date, (x) the Company shall consolidate with, or merge with and into, into or enter into a statutory share exchange with any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof)Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than to the Company or any Subsidiary of the Company in one or more transactions of its wholly owned Subsidiaries (each of which is not prohibited by the events described in clauses (x), (y) and (z) of this paragraph being referred to herein as a "Flip-over Event"), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(o7(e) hereof), shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the th continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with, or merger with or into, the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)than

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, either (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one transaction or a series of related more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person or Persons (other than the Company or any Subsidiary of the Company such event being a "Section 13 Event"), then, and in one or more transactions each of which is not prohibited by Section 11(o) hereof)such case, proper provision

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Date, directly or indirectly, (xi) the Company shall consolidate with, or merge with and into, any other Person Person, (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger (yii) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ziii) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (A) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is not prohibited by Section 11(othen exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) hereof)as shall equal the result obtained by

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: _____________________________________________________________________________________________________________________________________

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or at any time after the Share Acquisition Date, directly or indirectlya Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition DateIf, directly or indirectly, at any time after any Person has become an Acquiring Person, (xi) the Company shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11(o) hereofits wholly owned Subsidiaries), and the Company shall not be the continuing or surviving corporation of such consolidation or merger (yii) any Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11(o) hereof) its wholly owned Subsidiaries), shall consolidate with the Company, or any Person (other than one or more of its wholly owned Subsidiaries), shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company), cash or any other property, or (ziii) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions of its wholly owned Subsidiaries), then, and in each of which is not prohibited by Section 11(o) hereof)such case, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition DateIf, directly or indirectly, at any time after any Person has become an Acquiring Person, (xi) the Company shall consolidate with, or merge with and into, into any other Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11(o) hereofits wholly-owned Subsidiaries), and the Company shall not be the continuing or surviving corporation of such consolidation or merger (yii) any Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11(o) hereof) its wholly-owned Subsidiaries), shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries), shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company), cash or any other property, or (ziii) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions of its wholly-owned Subsidiaries), then, and in each of which is not prohibited by Section 11(o) hereof)such case, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11(o11(n) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions transactions, each of which is not prohibited by Section 11(o) hereof)the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Distribution Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o11 (o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o11 (o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, either less than all or part of the outstanding shares of Common Stock shall remain outstanding or shares thereof shall be changed into or exchanged for stock or other securities of the Company or of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more the Major Part of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company 40 45 in one or more transactions each of which is not prohibited by complies with Section 11(o11 (o) hereof), then, and in any such case, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets all or earning power aggregating 50% or more of substantially all the assets or all or substantially all the earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as set forth in Section 13(d) hereof, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13(a) Event") that, at any time on or after the Share Acquisition 15% Ownership Date and prior to the earlier of the Redemption Date or the Expiration Date, (1) the Company shall, directly or indirectly, (x) the Company shall consolidate with, with or merge with and into, into any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of in such consolidation or merger merger, (y2) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof) shall shall, directly or indirectly, consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of in such merger and, in connection with such merger, all or part of the shares of Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z3) the Company shall sell, mortgage or otherwise transfer (or and/or any one or more of its Subsidiaries shall sellshall, mortgage directly or indirectly, sell or otherwise transfer), in one transaction or a series more transactions (other than transactions in the ordinary course of related transactionsbusiness), assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)its wholly owned Subsidiaries (such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after the Share Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger; (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o11(n) hereof) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, ; or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o11(n) hereof), then, and in each such case, proper provision shall be made

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, a. If at any time on or after the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person or Persons (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o)) hereof), and the Company shall not be the surviving or continuing or surviving corporation of such consolidation or merger merger, (y) any Person or Persons (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)) shall consolidate with the Companywith, or merge with and into into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfertransfer to any other Person or any Affiliate or Associate of such Person (other than the Company or any Subsidiary of the Company, in one or more transactions not prohibited by Section 11(o)), in one transaction or a series of related transactionstransactions not in the ordinary course of the Company's business, assets assets, cash flow, or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole), then, on the first occurrence of any such event, proper provision shall be made so that (i) to any other Person or Persons (other than the Company or any Subsidiary each holder of the Company record of a Right, except as provided in one or more transactions each of which is not prohibited by Section 11(o) hereof7(e),

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the event that, on or after the Share following a Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)) shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions each of which is not prohibited by Section 11(o) hereof)transactions, directly or indirectly, assets or earning power

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof11(n)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof11(n)) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets assets, cash flow or earning power aggregating fifty percent (50% %) or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) , to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o11(n)) hereof(any such event described in clause (x), (y) or (z) being a “Section 13 Event”), then, and in each such case proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or at any time after the Share Acquisition Date, directly or indirectlya Person has become an Acquiring Person, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by Section 13(d) hereof, proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o)) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof)) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating fifty percent (50% %) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions transactions, each of which is not prohibited by complies with Section 11(o) hereof)), then, and in each such case proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets assets, or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other 20 than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case and except as contemplated by Section 13(d), proper provision shall be made so that:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Person, (y) the Corporation shall consolidate with, or merge with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof)Person, and the Company Corporation shall not be the continuing or surviving corporation of such consolidation or merger (other than, in a case of any transaction described in (x) or (y) any Person (other than ), a Subsidiary merger or consolidation which would result in all of the Company securities generally entitled to vote in a transaction which is not prohibited the election of directors ("voting securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by Section 11(oremaining outstanding or by being converted into securities of the surviving entity) hereof) shall consolidate with all of the Company, voting securities of the Corporation or merge with and into the Company such surviving entity outstanding immediately after such merger or consolidation and the Company shall be the continuing or surviving corporation holders of such securities not having changed as a result of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other propertyconsolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders or, if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)Person

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person Person, (y) the Corporation shall consolidate with, or merge with, any Interested Stockholder, or if in such merger or consolidation all holders of Common Shares are not treated alike, any other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(o) hereof)Person, and the Company Corporation shall not be the continuing or surviving corporation of such consolidation or merger (other than, in a case of any transaction described in (x) or (y) any Person (other than ), a Subsidiary merger or consolidation which would result in all of the Company securities generally entitled to vote in a transaction which is not prohibited the election of directors ("voting securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by Section 11(oremaining outstanding or by being converted into securities of the surviving entity) hereof) shall consolidate with all of the Company, voting securities of the Corporation or merge with and into the Company such surviving entity outstanding immediately after such merger or consolidation and the Company shall be the continuing or surviving corporation holders of such securities not having changed as a result of such merger and, in connection with such merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other propertyconsolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries Subsid- iaries (taken as a whole) to any Interested Stockholder or Stock- holders or if in such transaction all holders of Common Shares are not treated alike, any other Person or Persons (other than the Company Corporation or any Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(o) hereof)any

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Stock Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by that complies with Section 11(o) hereof)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof)) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating fifty percent (50% %) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof)), then, and in each such case proper provision shall be made so that

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or after following the Share Shares Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger merger, (y) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by complies with Section 11(o) hereof) shall engage in a share exchange with or shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the shares of outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which is not prohibited by complies with Section 11(o) hereof), then, and in each such case proper provision shall be made so that