Common use of ADJUSTMENTS IN NUMBER OF SHARES AND EXERCISE PRICE Clause in Contracts

ADJUSTMENTS IN NUMBER OF SHARES AND EXERCISE PRICE. If at any time -------------------------------------------------- during the period when this Option may be exercised, the Company shall declare or pay a dividend or dividends payable in shares of its Class A Common Stock (or any security convertible into or granting rights to purchase shares or such Class A Common Stock) or split the then outstanding shares of its Class A Common Stock into a greater number of shares, the number of shares of Class A Common Stock which may be purchased upon the exercise of this Option in effect at the time of taking of a record for such dividend or at the time of such stock split shall be proportionately increased and the Exercise Price proportionately decreased as of such time; and conversely, if at any time the Company shall contract the number of outstanding shares of its Class A Common Stock by combining such shares into a smaller number of shares, the number of shares which may be purchased upon the exercise of this Option at the time of such action shall be proportionately decreased and the Exercise Price proportionately increased as of such time. If the Company declares or pays a dividend or makes a distribution on shares of its Class A Common Stock payable otherwise than out of earnings or earned surplus, then thereafter the Option Holder, upon the exercise hereof, will be entitled to receive the number of shares of Class A Common Stock to be received upon exercise of this Option determined as stated above and, in addition and without further payment, the cash, stock or other securities and other property which the Option Holder would have received by way of dividends and distributions (otherwise than out of such earnings or surplus) as if the Option Holder (i) had exercised this Option immediately prior to the declaration of such dividend or the making of such distribution so as to be entitled thereto, and (ii) had retained all dividends in stock or securities payable in respect of such Class A Common Stock or in respect of any stock or securities paid as dividends and distributions and originating directly or indirectly from such Class A Common Stock. For the purposes of the foregoing a dividend other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or surplus are charged an amount equal to the fair value of such dividend. Appropriate and similar adjustment of the number of shares which may be purchased upon the exercise of this Option and of the Exercise Price shall also be made in the event of any other capital adjustment, recapitalization, reorganization, or reclassification of the Company's Class A Common Stock, or any consolidation of the Company with, or a merger of the Company into, any other Company, or a sale, lease or other transfer of all or substantially all of the assets of the Company, or a distribution by the Company of its assets with respect to its Class A Common Stock as a liquidating or partial liquidating dividend, or the happening of any other similar event affecting the Class A Common Stock. In any such event, the Option Holder shall have the right thereafter to exercise this Option for the acquisition of any kind and amount of shares of stock and other securities and property to which the Option Holder would have been entitled if the Option Holder had purchased Class A Common Stock of the Company by the full exercise of this Option immediately prior to such capital adjustment, recapitalization, reorganization, reclassification, consolidation, merger, sale, lease, transfer, distribution or other similar event, and the Company shall make lawful provision therefor as a part of such event. The Company shall not effect any such consolidation, merger, sale, lease or similar transfer involving another Company unless, upon or prior to the consummation thereof, the successor Company or the Company to which the property of the Company has been consolidated, merger, sold, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the Option Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions of the Option Holder shall be entitled to receive.

ADJUSTMENTS IN NUMBER OF SHARES AND EXERCISE PRICE. If at any time -------------------------------------------------- during the period when after this Option may be exercisedis granted, the Company Corporation shall declare or pay a dividend or dividends payable in shares of its Class A Common Stock (or any security convertible into or granting rights to purchase shares or such Class A Common Stock) or split the then outstanding shares of its Class A Common Stock into a greater number of shares, the number of shares of Class A Common Stock which may be purchased upon the exercise of this Option in effect at the time of taking of a record for such dividend or at the time of such stock split shall be proportionately increased and the Exercise Price Per Share proportionately decreased as of such time; and conversely, if at any time the Company Corporation shall contract the number of outstanding shares of its Class A Common Stock by combining such shares into a smaller number of shares, the number of shares which may be purchased upon the exercise of this Option at the time of such action shall be proportionately decreased and the Exercise Price Per Share proportionately increased as of such time. If the Company Corporation declares or pays a dividend or makes a distribution on shares of its Class A Common Stock payable otherwise than out of earnings or earned surplus, then thereafter the Option Holder, upon the exercise hereof, will be entitled to receive the number of shares of Class A Common Stock to be received upon exercise of this Option determined as stated above and, in addition and without further payment, the cash, stock or other securities and other property which the Option Holder would have received by way of dividends and distributions (otherwise than out of such earnings or surplus) as if the Option Holder (i) had has exercised this Option immediately prior to the declaration of such dividend or the making of such distribution so as to be entitled thereto, and (ii) had retained all dividends in stock or securities payable in respect of such Class A Common Stock or in respect of any stock or securities paid as dividends and distributions and originating directly or indirectly from such Class A Common Stock. For the purposes of the foregoing a dividend other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or surplus are charged an amount equal to the fair value of such dividend. Appropriate and similar adjustment of the number of shares which may be purchased upon the exercise of this Option and of the Exercise Price Per Share shall also be made in the event of any other capital adjustment, recapitalization, reorganization, or reclassification of the Company's Class A Common Stock, or any consolidation of the Company Corporation with, or a merger of the Company Corporation into, any other Companycorporation, or a sale, lease or other transfer of all or substantially all of the assets of the CompanyCorporation, or a distribution by the Company Corporation of its assets with respect to its Class A Common Stock as a liquidating or partial liquidating dividend, or the happening of any other similar event affecting the Class A Common Stock. In any such event, the Option Holder shall have the right thereafter to exercise this Option for the acquisition of any kind and amount of shares of stock and other securities and property to which the Option Holder would have been entitled if the Option Holder had purchased Class A Common Stock of the Company Corporation by the full exercise of this Option immediately prior to such capital adjustment, recapitalization, reorganization, reclassification, consolidation, merger, sale, lease, transfer, distribution or other similar event, event and the Company Corporation shall make lawful provision therefor as a part of such event. The Company Corporation shall not effect any such consolidation, merger, sale, lease or similar transfer involving another Company corporation unless, upon or prior to the consummation thereof, the successor Company corporation or the Company corporation to which the property of the Company Corporation has been consolidated, merger, sold, leased or otherwise transferred shall assume by written instrument the obligation to deliver to the Option Holder such shares of stock, securities, cash or property as in accordance with the foregoing provisions of the Option Holder shall be entitled to receive.