Common use of Adjustment for Change in Common Stock Clause in Contracts

Adjustment for Change in Common Stock. In case the Company shall at any time after the date of this Agreement (i) pay a dividend, or make a distribu- tion on, the Common Stock which is payable in shares of its Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of securities (including shares of Common Stock), or (iii) combine or reclassify outstanding shares of Common Stock into a smaller number of shares (including shares of Common Stock), the Exercise Rate immediately prior to the occurrence of such event shall be adjusted so that the holder of each Warrant shall be entitled to receive upon payment of the Exercise Price the aggregate number of shares of Common Stock of the Company which, if such Warrant had been exercised immediately prior to the occurence of such event, such holder would have owned or have been entitled to receive immediately after the occur- rence of such event. An adjustment pursuant to this subparagraph (a) shall be- come effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this subparagraph (a), the holder of any Warrant thereafter exercised shall become entitled to receive shares of two or more classes of Capital Stock of the Company, the Board of Directors of the Company (whose determination shall be conclusive) shall determine the allocation between or among shares of such classes of Capital Stock. In the event that at any time, as a result of an adjustment made pursuant to this subparagraph (a), the holder of any Warrant thereafter exercised shall become entitled to receive any shares or other securities of the Company other than shares of Common Stock, thereafter the number of such other shares so re- ceived upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of Common Stock contained in this para- graph, and other provisions of this paragraph 11(a) with respect to the Common Stock shall apply on like terms to any such other shares or other securities.

Adjustment for Change in Common Stock. The Conversion Rate shall be subject to adjustment (without duplication) from time to time as follows: (a) In case the Company shall at shall, while any time after of the date of this Agreement (i) Securities are outstanding, pay a dividend, dividend or make a distribu- tion on, the distribution with respect to its Common Stock which is payable in shares of its Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of securities (including shares of Common Stock), or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares or (including iv) issue by reclassification of its shares of Common Stock)Stock any shares of capital stock of the Company, the Exercise conversion privilege and the Conversion Rate in effect immediately prior to the occurrence of such event action shall be adjusted so that the holder Holder of each Warrant any Securities thereafter surrendered for conversion shall be entitled to receive upon payment of the Exercise Price the aggregate number of shares of Common Stock capital stock of the Company which, if such Warrant had been exercised immediately prior to the occurence of such event, such holder which he would have owned or have immediately following such action had such Securities been entitled to receive converted immediately after the occur- rence of such eventprior thereto. An adjustment made pursuant to this subparagraph subsection (a) shall be- come become effective immediately after the record date in the case of a dividend or other distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationreclassification (or immediately after the record date if a record date shall have been established for such event). If, as a result of an adjustment made pursuant to this subparagraph subsection (a), the holder Holder of any Warrant Security thereafter exercised surrendered for conversion shall become entitled to receive shares of two or more classes or series of Capital Stock capital stock of the Company, the Board of Directors of the Company (whose determination shall be conclusiveconclusive and shall be described in a Board Resolution filed with the Trustee) shall determine the allocation of the adjusted Conversion Rate between or among shares of such classes or series of Capital capital stock. (b) In case the Company shall, while any of the Securities are outstanding, issue rights or warrants to all holders of its Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the Market Price on the record date mentioned below, the Conversion Rate for the Securities shall be adjusted so that the same shall equal the number of shares of Common Stock determined by dividing the Conversion Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered for subscription or purchase would purchase at such Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants. For the purposes of this subsection, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company shall not issue any rights or warrants in respect of shares of Common Stock held in the treasury of the Company. In case any rights or warrants referred to in this subsection in respect of which an adjustment shall have been made shall expire unexercised within 45 days after the same shall have been distributed or issued by the Company, the Conversion Rate shall be readjusted at the time of such expiration to the Conversion Rate that would have been in effect if no adjustment had been made on account of the distribution or issuance of such expired rights or warrants. (c) Subject to the last sentence of this subparagraph, in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class or series of capital stock, cash or assets (including securities, but excluding any rights or warrants referred to in subparagraph (b), any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in subparagraph (a) of this Section 13.6), the Conversion Rate shall be increased so that the same shall equal the number of shares of Common Stock determined by multiplying the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate increase contemplated by this subparagraph (c) by a fraction of which the numerator shall be the Market Price of the Common Stock on the date fixed for the payment of such distribution (the "Reference Date") and the denominator shall be the Market Price on the Reference Date less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors), on the Reference Date, of the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following the Reference Date. In the event that at such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not occurred. If the Board of Directors determines the fair market value of any timedistribution for purposes of this subparagraph (c) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the Market Price. For purposes of this subparagraph (c), any dividend or distribution that includes shares of Common Stock or rights or warrants to subscribe for or purchase shares of Common Stock shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, shares of capital stock, cash or assets other than such shares of Common Stock or such rights or warrants (making any Conversion Rate increase required by this subparagraph (c)) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (making any further Conversion Rate increase required by subparagraph (a) or (b)), except (A) the Reference Date of such dividend or distribution as defined in this subparagraph shall be substituted as (a) "the record date in the case of a result dividend or other distribution," and (b) "the record date for the determination of an stockholders entitled to receive such rights or warrants" and (c) "the date fixed for such determination" within the meaning of subparagraphs (a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed outstanding for purposes of computing any adjustment made pursuant to this of the Conversion Rate in subparagraph (a). In the event that, with respect to any distribution to which this subparagraph (c) would otherwise apply, the holder fair market value on the Reference Date of any Warrant thereafter exercised the portion of the evidences of indebtedness, shares of capital stock, cash and assets so distributed exceeds the Market Price by less than $1.00, then the adjustment provided hereby shall become not be made and in lieu thereof, the Holder of Securities, upon conversion thereof, will be entitled to receive any shares or other securities of the Company other than shares of Common Stockreceive, thereafter the number of such other shares so re- ceived upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect addition to the shares of Common Stock contained into which such Securities are convertible, the kind of evidences of indebtedness, shares of capital stock, cash and assets comprising the distribution that the Holder would have received if the Holder had converted such Securities immediately prior to the record date for the determination of stockholders entitled to receive the distribution. (d) In case the Company shall pay or make a dividend or other distribution on its Common Stock exclusively in cash (excluding all regular cash dividend, if the annualized amount thereof per share of Common Stock does not exceed 15% of the Market Price on the Trading Day immediately preceding the date of declaration of such dividend), the Conversion Rate shall be increased so that the same shall equal the number of shares of Common Stock determined by multiplying the Conversion Rate immediately prior to the effectiveness of the Conversion Rate increase contemplated by this para- graph, and other provisions subparagraph by a fraction of this paragraph 11(a) with respect to which the numerator shall be the Market Price of the Common Stock on the date fixed for the payment of such distribution and the denominator shall apply be the Market Price of the Common Stock on like the date fixed for the payment of such distribution less the amount of cash so distributed and not excluded as provided applicable to one share of Common Stock, such increase to become effective immediately prior to the opening of business on the day following the date fixed for the payment of such distribution; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on the record date mentioned above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder of Securities shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted the Securities immediately prior to the record date for the distribution of the cash. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such record date had not been fixed. (e) In case a tender or exchange offer (other than an odd-lot offer) made by the Company or any Subsidiary of the Company for all or any portion of the Company's Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Subsidiary of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds 110% of the Market Price on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate increase contemplated by this subparagraph (e) by a fraction of which the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such other maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and the Market Price on the Trading Day next succeeding the Expiration Time, and the denominator shall be the number of shares of Common Stock outstanding (including any tendered or other securitiesexchanged shares) at the Expiration Time multiplied by the Market Price on the Trading Day next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time. (f) The Company may make such increases in the Conversion Rate, in addition to those required by subparagraphs (a) through (e), as it considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. The Company from time to time may increase the Conversion Rate by any amount for any period of time if the period is at least twenty (20) days, the increase is irrevocable during the period, and the Board of Directors of the Company shall have made a determination that such increase would be in the best interest of the Company, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to holders of record of the Securities a notice of the increase at least fifteen (15) days prior to the date the increased Conversion Rate takes effect, and such notice shall state the Increased Conversion Rate and the period it will be in effect. (g) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Rate; provided, however, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in determining whether any subsequent adjustment shall be required. If any action would require adjustment of the Conversion Rate pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the Holder of the Securities.

Adjustment for Change in Common Stock. In case the Company shall at any time after the date of this Agreement If Weekly Reader (i) pay pays a dividend, dividend or make makes a distribu- tion on, the distribution on its Common Stock which is payable in shares of its Common Stock, (ii) subdivide subdivides or reclassify splits its outstanding shares of Common Stock into a greater number of securities (including shares of Common Stock)shares, or (iii) combine combines or reclassify reclassifies its outstanding shares of Common Stock into a smaller number of shares shares, (including iv) makes a distribution on its common stock in shares of its capital stock other than Common Stock or (v) issues by reclassification of its Common Stock any shares of its capital stock, then the number of shares of Exchange Common Stock issuable upon exchange of Unit Common Stock), and the Exercise Rate Exchange Ratio in effect, immediately prior to the occurrence of such event action shall be proportionately adjusted so that the holder Holder of each Warrant any Unit Common Stock thereafter shall be entitled to receive upon payment of the Exercise Price the aggregate number and kind of shares of Common Stock of the Company which, if Weekly Reader immediately following such Warrant had been exercised immediately prior action equal to the occurence that number of shares of capital Stock that such event, such holder Holder would have owned or have been entitled to receive had such Holder exchanged his shares of Unit Common Stock immediately after prior to such action (subject to changes in such Holder's percentage ownership of the occur- rence Company and in the Company's ownership of such event. An Weekly Reader), PROVIDED, HOWEVER, that no adjustment shall be made for the issuance of Common Stock pursuant to this subparagraph (a) any Common Stock related employee compensation plan or agreement of Weekly Reader or the Company as applicable approved by the applicable Board of Directors. The adjustment shall be- come become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision subdivision, combination or combinationreclassification. If, as after an adjustment, a result Holder of an adjustment made pursuant to this subparagraph (a), the holder of any Warrant thereafter exercised shall become entitled to Unit Common Stock may receive shares of two or more classes of Capital Common Stock of the CompanyWeekly Reader, the Board of Directors of the Company (whose determination Weekly Reader shall be conclusive) shall determine determine, in good faith, the allocation between or among shares of such the classes of Capital Stock. In the event that at any time, as a result of an adjustment made pursuant to this subparagraph (a), the holder of any Warrant thereafter exercised shall become entitled to receive any shares or other securities of the Company other than shares of Common Stock. After such allocation, thereafter the Exchange Ratio and the number of such other shares so re- ceived upon exercise of any Warrant Exchange Common Stock, as applicable, shall thereafter be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable comparable to the provisions with respect those applicable to the shares of Common Stock contained in this para- graph, and other provisions of this paragraph 11(a) with respect to the Common Stock Section 9. Such adjustment shall apply on like terms to be made successively whenever any such other shares or other securitiesevent listed above shall occur.