Common use of Share Exchanges, Reclassifications, Mergers and Consolidations Clause in Contracts

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series A, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series A remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, (y) such shares of Series A remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof as are substantially similar to the rights, preferences, privileges and voting powers, and limitations and restrictions of the Series A immediately prior to such consummation, and (z) if such shares of Series A do not remain outstanding, immediately prior to or concurrent with the consummation thereof, all dividends accrued but unpaid on the Series A to the date of consummation, whether or not declared, have been or are paid in full; provided, however, that for all purposes of this Section [8(c)], the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking equally with and/or junior to the Series A with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series A.

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series AT, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series A T remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares of Series A remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof as are substantially similar to the rights, preferences, privileges and voting powers, and limitations and restrictions of the Series A T immediately prior to such consummation, and (z) if such shares of Series A do not remain outstanding, immediately prior to or concurrent with the consummation thereof, all dividends accrued but unpaid on the Series A to the date of consummation, whether or not declared, have been or are paid in full; provided, however, that for all purposes of this Section [8(c)], the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking equally with and/or junior to the Series A T with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series A.T.

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange or reclassification involving the Series AC Preferred, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Series A C Preferred remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares of Series A remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof thereof, taken as a whole, as are substantially similar not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series A C Preferred immediately prior to such consummation, and (z) if such shares of Series A do not remain outstanding, immediately prior to or concurrent with the consummation thereof, all dividends accrued but unpaid on the Series A to the date of consummation, whether or not declared, have been or are paid in fulltaken as a whole; provided, however, that for all purposes of this Section [8(c)], the creation and issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock ranking equally with and/or junior to the Series A C Preferred with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers of the Series A.C Preferred.