Common use of Subsequent Transactions Clause in Contracts

Subsequent Transactions. Except with regard to the Special Reorganization, in case of any capital reorganization or reclassification or other change of outstanding Units or other equity interests, if any, or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification or change of Units or other outstanding equity interests, if any), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "TRANSACTION"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Notes at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate stating that the holder of each Note then outstanding shall have the right thereafter to convert such Note into the kind and amount (estimating such amount to the extent necessary) of equity securities or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of Units into which such Note could have been converted immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. If, in the case of any such Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such equity securities, other securities, other property or cash to the holders of Notes upon conversion of the Notes as provided above. The provisions of this Section 7.9 and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. The provisions of this Section 7.9 and any equivalent thereof in any such certificate are and shall be in addition to, and not in lieu of, the requirements of the Note Purchase Agreement with respect to a Change of Control Offer. Notwithstanding anything to the contrary in this Section 7.9, from and after the consummation of the Special Reorganization, upon conversion of this Note the holder shall be entitled to receive shares of capital stock of NHC in accordance with the other provisions of this Section 7.

Subsequent Transactions. Except with regard to the Special Reorganization, in case of any capital reorganization or reclassification or other change of outstanding Units or other equity interests, if any, or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification or change of Units or other outstanding equity interests, if any), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "TRANSACTIONTransaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Notes at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate stating that the holder of each Note then outstanding shall have the right thereafter to convert such Note into the kind and amount (estimating such amount to the extent necessary) of equity securities or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of Units into which such Note could have been converted immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. If, in the case of any such Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such equity securities, other securities, other property or cash to the holders of Notes upon conversion of the Notes as provided above. The provisions of this Section 7.9 and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. The provisions of this Section 7.9 and any equivalent thereof in any such certificate are and shall be in addition to, and not in lieu of, the requirements of the Note Purchase Agreement with respect to a Change of Control Offer. Notwithstanding anything to the contrary in this Section 7.9, from and after the consummation of the Special Reorganization, upon conversion of this Note the holder shall be entitled to receive shares of capital stock of NHC in accordance with the other provisions of this Section 7.

Subsequent Transactions. Except with regard to the Special Reorganization, in In case of any capital reorganization or reclassification or other change of outstanding Units shares of Common Stock or other equity interests, if any, or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification or change of Units shares of Common Stock or other outstanding equity interests, if any), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "TRANSACTIONTransaction"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Notes at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate stating that the holder of each Note then outstanding shall have the right thereafter to convert such Note into the kind and amount (estimating such amount to the extent necessary) of equity securities or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of Units shares of Common Stock into which such Note could have been converted immediately prior to such Transaction. Such certificate shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. If, in the case of any such Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units shares of Common Stock includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which that controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Unitsshares of Common Stock, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such equity securities, other securities, other property or cash to the holders of Notes upon conversion of the Notes as provided above. The provisions of this Section 7.9 7.8 and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. The provisions of this Section 7.9 7.8 and any equivalent thereof in any such certificate are and shall be in addition to, and not in lieu of, the requirements of the Note Purchase Agreement with respect to a Change of Control Offer. Notwithstanding anything to the contrary in this Section 7.9, from and after the consummation of the Special Reorganization, upon conversion of this Note the holder shall be entitled to receive shares of capital stock of NHC in accordance with the other provisions of this Section 7.

Subsequent Transactions. Except with regard to In the Special Reorganization, in case of any capital reorganization or reclassification or other change of outstanding Units or other equity interests, if any, or in case of any consolidation or merger event that during the period of the term of this agreement, the Company with determines to undertake a pubic or into another Person (private sale of debt or equity securities Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ May 21, 1997 Page 3 other than a consolidation Financing (a "Public Offering" or merger in "Private Offering," respectively) with respect to which the Company uses the services of a financial intermediary, the Company shall retain SMC as a co-managing underwriter or placement agent, as the case may be, in connection with such transaction, in the event and to the extent SMC is the resulting or surviving Person licensed to perform, and which does not result is reasonably capable of performing, such services. The fees in any reclassification engagement for either a Public Offering or change Private Offering shall be paid pursuant to an underwriting or placement agent agreement containing customary representations, warranties, covenants, conditions and indemnities and providing for customary fees, the exact amount thereof to be mutually agreed. In addition, should the Company during the term of Units this agreement, undertake a Business Transaction which Business Transaction is of a type or a size (or both) not currently contemplated or substantially in excess of the level and type of activity undertaken by the Company, and in connection therewith the Company requires the services of a financial advisor, the Company shall retain SMC as the financial advisor to assist the Company in identifying, analyzing, structuring and negotiating such Business Transaction. As used herein, the term "Business Transaction" shall include, but not be limited to, a purchase or sale of stock or assets, assumptions of liabilities, merger, consolidation, tender offer, joint venture, or other outstanding equity interestsbusiness combination or similar undertaking by the Company. In the event of such Business Combination, if any)the services to be provided by SMC shall be outlined in a separate advisory agreement containing the customary representations, or warranties, covenants, conditions and indemnities and providing for separate and customary fees, the exact amounts thereof to be mutually agreed upon; provided, however that in case of any the event that the Business Transaction relates to sale or other disposition to another Person of all or substantially all of the assets or securities of the Company (any of the foregoing, a "TRANSACTION"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Notes at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate stating that the holder of each Note then outstanding shall have the right thereafter to convert such Note into the kind and amount (estimating such amount to the extent necessary) of equity securities or other securities (of it becomes necessary for the Company or to engage another issuer) or property or cash receivable upon financial advisor in order to consummate such Business Transaction by a holder of the number of Units into which then in such Note could have been converted immediately prior event SMC agrees that any fees that are to be paid to all financial advisors with respect to such Transaction. Such certificate Business Transaction shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. Ifnot, in the case aggregate, exceed the amount of any fees that would customarily be paid to one (1) financial advisor for such a Business Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such equity securities, other securities, other property or cash to the holders of Notes upon conversion of the Notes as provided above. The provisions of this Section 7.9 and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. The provisions of this Section 7.9 and any equivalent thereof in any such certificate are and shall be in addition to, and not in lieu of, the requirements of the Note Purchase Agreement with respect to a Change of Control Offer. Notwithstanding anything to the contrary in this Section 7.9, from and after the consummation of the Special Reorganization, upon conversion of this Note the holder shall be entitled to receive shares of capital stock of NHC in accordance with the other provisions of this Section 7.