Effect of Common Stock Change Event. 62 Article 6 Successors 64 Section 6.01. When the Company May Merge, Etc. 64 Section 6.02. Successor Corporation Substituted. 65 Article 7 Defaults and Remedies 65 Section 7.01. Events of Default. 65 Section 7.02. Acceleration. 67 Section 7.03. Sole Remedy for a Failure to Report. 67 Section 7.04. Other Remedies. 68 Section 7.05. Waiver of Past Defaults. 69 Section 7.06. Control by Majority. 69 Section 7.07. Limitation on Suits. 69 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration. 70 Section 7.09. Collection Suit by Trustee. 70 Section 7.10. Trustee May File Proofs of Claim. 70 Section 7.11. Priorities. 71 Section 7.12. Undertaking for Costs. 71 Article 8 Amendments, Supplements and Waivers 71
Effect of Common Stock Change Event. ACTIVE/106960961.1 56 (A)
Effect of Common Stock Change Event. If there occurs any: (a) recapitalization, reclassification, or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value, and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (b) consolidation, merger, combination, or binding or statutory share exchange involving the Issuer; (c) sale, lease, or other transfer of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person; or (d) other similar event; and, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash, or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash, or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Agreement or the Notes: (1) from and after the effective time of such Common Stock Change Event: (I) the Conversion Shares due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 2 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Record Date,” the term “Common Stock” will be deemed to refer to any class of securities forming part of such Reference Property; and (2) for these purposes, the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value
Effect of Common Stock Change Event. (A) Generally. If there occurs any: #92925316v9
Effect of Common Stock Change Event. (A) Generally. If there occurs any: Executed Version
Effect of Common Stock Change Event
Effect of Common Stock Change Event
