Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of: (i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another corporation); (ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety; (iii) any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition); (iv) any liquidation, dissolution or termination of the Company other than as a result of or after the occurrence of a Termination Event, (any such event, a "Reorganization Event"). the Settlement Rate will be adjusted to provide that each Holder of Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof, the kind and amount of securities, cash and other property receivable upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation, dissolution or termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holders of each Outstanding Security shall have the rights provided by this Section 5.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events. (ii) In the event of a consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation) where more than 30% of the purchase price with respect to each share of Common Stock is payable in cash on the closing date of such consolidation or merger, then a Holder of PEPS Units or Treasury PEPS Units, as the case may be, may settle his Purchase Contract for cash as described in Section 5.4(a)(i) or 5.4(d)(i) hereof, as applicable, during the one week period beginning on the twenty-first Trading Day after the closing date of such merger (the "Early Settlement Week") at the then applicable Settlement Rate. For the purposes of this Section, the twenty-fourth Trading Day after the closing of the merger or consolidation shall be deemed to be the Purchase Contract Settlement Date for the purpose of determining the Applicable Market Value and that the deadline for submitting the notice to settle early and the related cash payment shall be 5:00 p.m. (New York City time) of the last Business Day of the Early Settlement Week.
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Adjustment for Consolidation, Merger or Other Reorganization Event. (i1) In the event of:
(i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are is not exchanged for cash, securities or other property of the Company or another corporation);,
(ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;,
(iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition);) or
(iv) any liquidation, dissolution or termination winding up of the Company other than as a result of or after the occurrence of a Termination Event, Event (any such eventevent described in clauses (i) to (iv) above, a "Reorganization Event"). , the Settlement Rate will be adjusted to provide that each Holder of Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereofthereof (or upon any Early Settlement pursuant to clause (2) of Section 5.7(b)), the kind and amount of securities, cash and other property receivable upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such . The adjustment described in the preceding sentence shall apply only to a Holder of Common Stock who is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purpose of this Section 5.7(b) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires or leases the assets of the Company or, in the event of a liquidation, liquidation or dissolution or termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holders of each Outstanding Security shall have the rights provided by this Section 5.6(b)5.7. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.7(b). The above provisions of this Section 5.7(b) shall similarly apply to successive Reorganization Events.
(ii2) In the event of a consolidation or merger of in which (i) the Company merges with or into another Person Person, (other than a merger ii) there is any reclassification, conversion, exchange or consolidation in which the Company is the continuing corporationcancellation of outstanding shares of Common Stock, and (iii) where more than 30% or more of the purchase price with respect total consideration paid to each share the Company's shareholders for the outstanding shares of Common Stock is payable in consists of cash on the closing date of such consolidation or mergercash equivalents (a "Cash Merger"), then a Holder of PEPS Units or Treasury PEPS Units, as the case may be, a Security may settle his Purchase Contract for cash as in the manner described in Section 5.4(a)(i) or 5.4(d)(i) 5.10 hereof, mutatis mutandis, at the applicable Settlement Rate in effect immediately prior to the Cash Merger. Within five Business Days after the date of the consummation of a Cash Merger (the "Cash Merger Date"), the Company shall provide written notice to Holders of Securities of such consummation (the "Cash Merger Notice"), which shall specify the deadline for submitting a notice of Early Settlement pursuant to this clause (2), the applicable Early Settlement Date, the applicable Settlement Rate in effect immediately prior to the Cash Merger and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement of each Purchase Contract as applicableadjusted pursuant to Section 5.7(b)(1). In this clause (2), during the one week period beginning on the twenty-first Trading tenth Business Day after the closing date of such merger (the "Cash Merger Notice is provided to the Holders by the Company shall be the applicable Early Settlement Week") at the then applicable Settlement Rate. For the purposes of this Section, the twenty-fourth Trading Day after the closing of the merger or consolidation shall be deemed to be the Purchase Contract Settlement Date for the purpose of determining the Applicable Market Value and that the deadline for submitting the notice to settle early and the related cash payment of the Purchase Price shall be 5:00 p.m. (New York City time) on the ninth Business Day after the date the Cash Merger Notice is provided to the Holders by the Company. Treasury Unit Holders may only effect Early Settlement pursuant to this clause (2) in integral multiples of 20 Purchase Contracts. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.1 shall apply with respect to an Early Settlement following a Cash Merger pursuant to this clause (2). Notwithstanding the foregoing, no Early Settlement will be permitted pursuant to this clause (2) unless, at the time such Early Settlement is effected, there is an effective registration statement with respect to the securities to be delivered in connection with such Early Settlement, if such a registration statement is required (in the view of counsel, which need not be in the form of a written opinion, for either the Company or the Agent) under the Securities Act. If such a registration statement is so required, the Company covenants and agrees to use its reasonable best efforts to (A) have in effect a registration statement covering the securities to be delivered in respect of the last Business Day of Purchase Contracts being settled and (B) provide a prospectus in connection therewith, in each case in a form that the Agent may deliver to the applicable Holders in connection with such Early Settlement WeekSettlement.
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Sources: Purchase Contract Agreement (St Paul Companies Inc /Mn/)
Adjustment for Consolidation, Merger or Other Reorganization Event. (i1) In Subject to Section 5.04(b)(2), in the event of:
(i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another corporation);
(ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety;
(iii) any statutory share exchange of the Company with another Person (other than in connection with a merger or acquisition);; or
(iv) any liquidation, dissolution or termination of the Company other than as a result of or after the occurrence of a Termination Event, Event (any such event, a "Reorganization EventREORGANIZATION EVENT"). the Settlement Rate , each Purchase Contract will be automatically adjusted to provide that each Holder of Securities will receive on the Purchase Contract Settlement Date or any Early Settlement Date occurring after such Reorganization Event, as the case may be, with respect to each Purchase Contract forming a part thereof, the kind and amount of securities, cash and other property receivable upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date or Purchase Contract Settlement Date, as the case may be) by a Holder of the number of shares in respect of Common Stock issuable on account of each Purchase Contract as if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event. The amount of securities, assuming such cash and other property receivable upon settlement of each Purchase Contract (other than in connection with an Early Settlement pursuant to Section 5.04(b)(2)) shall equal the Adjusted Exchange Property. For purposes of the foregoing, it is assumed that the Holder of Common Stock referred to in the second preceding sentence is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("nonNON-electing shareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, The "ADJUSTED EXCHANGE PROPERTY" shall equal
(A) in the event case of settlement of a liquidation, dissolution or termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holders of each Outstanding Security shall have the rights provided by this Section 5.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation) where more than 30% of the purchase price with respect to each share of Common Stock is payable in cash on the closing date of such consolidation or merger, then a Holder of PEPS Units or Treasury PEPS Units, as the case may be, may settle his Purchase Contract for cash as described in Section 5.4(a)(i) or 5.4(d)(i) hereof, as applicable, during the one week period beginning on the twenty-first Trading Day after the closing date of such merger (the "Early Settlement Week") at the then applicable Settlement Rate. For the purposes of this Section, the twenty-fourth Trading Day after the closing of the merger or consolidation shall be deemed to be the Purchase Contract Settlement Date Date, an amount of Base Exchange Property multiplied by the applicable Settlement Rate (which Settlement Rate, for purposes of this Section 5.04(b)(1), shall be determined by reference to the purpose Applicable Exchange Property Market Value in lieu of determining the Applicable Market Value and that the deadline for submitting the notice to settle early and the related cash payment which shall be 5:00 p.m. applied as if the Base Exchange Property were one share of Common Stock); and
(New York City timeB) in the case of the last Business Day an Early Settlement pursuant to Section 5.07, an amount of Base Exchange Property multiplied by the Early Settlement WeekRate (which shall be applied as if the Base Exchange Property were one share of Common Stock).
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