Common use of Fundamental Change Clause in Contracts

Fundamental Change. (a) In the event that the Company is party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Convertible Preferred Security shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security shall thereafter be convertible (in the manner described therein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Preferred Securities will have no voting rights with respect to any Transaction.

Fundamental Change. (a) In the event that the Company is a party to any transaction (transaction, including, without limitation, a merger (other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.

Fundamental Change. (a) In the event that the Company Issuer is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the CompanyIssuer, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at and the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.

Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at and the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Class A Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any Transaction.

Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, continuance, sale of all or substantially all of the assets of the Company, recapitalization recapitalization, holding company reorganization (whether pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise) or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental ChangeChange (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), common stocksecurities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock Common Stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in subsections (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders Holders of Convertible Preferred Securities Debentures will have no voting rights with respect to any TransactionTransaction described in this section.

Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at and the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Preferred Securities will have no voting rights with respect to any Transaction.a

Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at and the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into 109 the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.

Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun 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 Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other 107 property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.

Fundamental Change. (a) In the event that the Company ------------------ is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Sun Common Stock (other than a change in par value, reclassification or from par value recapitalization to no par value, or from no par value to par value or as a result of a subdivision or combination of Sun Common Stockwhich Section 13.3(a) is applicable) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), securities, cash or other property, each Convertible Preferred Security Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Sun Common Stock into which a Convertible Preferred Security Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Convertible Preferred Security Debenture shall thereafter be convertible (in the manner described thereinherein) into common stock of the kind received by holders of Sun Common Stock (but in each case after giving effect to any adjustment discussed below in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Convertible Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.