OR
THERE IS A DISSOLUTION OR LIQUIDATION OF THE COMPANY,
A HOLDER OF A SECURITY MAY WANT TO CONVERT IT INTO COMMON SHARES PRIOR TO THE
RECORD DATE FOR OR THE EFFECTIVE DATE OF THE TRANSACTION SO THAT SUCH HOLDER MAY
RECEIVE THE RIGHTS, WARRANTS, SECURITIES OR ASSETS WHICH A HOLDER OF COMMON
SHARES ON THAT DATE MAY RECEIVE.
THEREFORE, THE COMPANY SHALL MAIL TO
SECURITYHOLDERS AND THE TRUSTEE A NOTICE STATING THE PROPOSED RECORD OR
EFFECTIVE DATE, AS THE CASE MAY BE.
THE COMPANY SHALL MAIL THE NOTICE AT LEAST
TEN (10) DAYS BEFORE SUCH DATE.
FAILURE TO MAIL THE NOTICE OR ANY DEFECT IN IT
SHALL NOT AFFECT THE VALIDITY OF ANY TRANSACTION REFERRED TO IN CLAUSE (1), (2)
OR (3) OF THIS SECTION 10.15.
SECTION 10.16. CONSOLIDATION, MERGER OR SALE OF THE COMPANY
.
IF THE COMPANY IS A PARTY TO A MERGER WHICH RECLASSIFIES OR CHANGES ITS
OUTSTANDING COMMON SHARES, THE SUCCESSOR CORPORATION (OR CORPORATION CONTROLLING
THE SUCCESSOR CORPORATION OR THE COMPANY, AS THE CASE MAY BE) SHALL ENTER INTO A
SUPPLEMENTAL INDENTURE.
THE SUPPLEMENTAL INDENTURE SHALL PROVIDE THAT THE
HOLDER OF A SECURITY MAY CONVERT IT INTO THE KIND AND AMOUNT OF SECURITIES OR
CASH OR OTHER ASSETS WHICH HE WOULD HAVE OWNED IMMEDIATELY AFTER THE
CONSOLIDATION, MERGER OR TRANSFER IF HE HAD CONVERTED THE SECURITY IMMEDIATELY
BEFORE THE EFFECTIVE DATE OF SUCH TRANSACTION.
THE SUPPLEMENTAL INDENTURE SHALL
PROVIDE FOR ADJUSTMENTS WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICAL
TO THE ADJUSTMENTS PROVIDED FOR IN THIS ARTICLE TEN.
THE SUCCESSOR CORPORATION
SHALL MAIL TO EACH SECURITYHOLDER A NOTICE DESCRIBING THE SUPPLEMENTAL
INDENTURE.
IF THIS SECTION APPLIES, SECTIONS 10.07, 10.08 AND 10.09 SHALL NOT APPLY.
SECTION 10.17. COMPANY DETERMINATION FINAL
.
ANY DETERMINATION WHICH THE BOARD OF DIRECTORS MUST MAKE PURSUANT TO SECTIONS
10.04, 10.07, 10.09 OR 10.11 IS CONCLUSIVE.
SECTION 10.18. TRUSTEE'S DISCLAIMER
.
THE TRUSTEE HAS NO DUTY TO DETERMINE WHEN AN ADJUSTMENT UNDER THIS ARTICLE
TEN SHOULD BE MADE, HOW IT SHOULD BE MADE OR WHAT IT SHOULD BE.
THE TRUSTEE HAS
NO DUTY TO DETERMINE WHETHER ANY PROVISIONS OF A SUPPLEMENTAL INDENTURE UNDER
SECTION 10.16 ARE CORRECT.
THE TRUSTEE MAKES NO REPRESENTATION AS TO THE
VALIDITY OR VALUE OF ANY SECURITIES OR ASSETS ISSUED UPON CONVERSION OF
SECURITIES.
THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE COMPANY'S FAILURE TO
COMPLY WITH THIS ARTICLE TEN.
ARTICLE ELEVEN
SUBORDINATION
SECTION 11.01. SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS
.
THE COMPANY AGREES, AND EACH HOLDER OF THE SECURITIES BY HIS OR HER
ACCEPTANCE THEREOF LIKEWISE AGREES, THAT ALL SECURITIES SHALL BE ISSUED SUBJECT
TO THE PROVISIONS OF THIS ARTICLE ELEVEN, AND EACH PERSON HOLDING ANY
SECURITIES, WHETHER UPON ORIGINAL ISSUE OR UPON REGISTRATION OF TRANSFER,
ASSIGNMENT OR EXCHANGE THEREOF, ACCEPTS AND AGREES TO BE BOUND BY SUCH
PROVISIONS.
THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE SECURITIES
(INCLUDING, BUT NOT LIMITED TO, THE REDEMPTION PRICE WITH RESPECT TO THE
SECURITIES CALLED FOR REDEMPTION) ISSUED HEREUNDER IS SUBORDINATED, TO THE