Common use of Merger Transactions Clause in Contracts

Merger Transactions. Notwithstanding anything contained herein to the contrary, AP may enter into any agreement to consolidate with or merge with or into any other corporation if such agreement is approved by the vote of both the Board of Directors and the holders of at least 66-2/3% of the outstanding shares of AP Common Stock; and, in such event, Sections 2.2, 2.3 and 2.4 of this Agreement shall not be applicable and all shares of AP Common Stock may be transferred for such consideration as approved by such vote of the Board of Directors and the Stockholders, provided that the AP Common Stock owned by DNC may be so transferred only in accordance with the provisions of a Put/Call Agreement, dated as of the date hereof, between DNC and AP (the "Put/Call Agreement").