Common use of Adjustments to Conversion Price for Certain Events Clause in Contracts

Adjustments to Conversion Price for Certain Events. (i) In case at any time prior to conversion into the Conversion Shares of the indebtedness represented by this Note the Corporation shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Note surrendered for conversion after such time shall be entitled to receive the aggregate number and kind of shares which, if this Note had been converted immediately prior to the taking of such action by the Corporation, the Holder would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (ii) If the Corporation shall, commencing on the date hereof and continuing for one hundred twenty (120) days thereafter, sell or issue shares of Common Stock, or rights, options, warrants or other securities convertible or exchangeable for shares of Common Stock (excluding securities issued (A) in any of the transactions described in paragraph (i) of clause (c) of this Section 3, (B) upon conversion of this Note, (C) upon the exercise or conversion of any options, warrants and other securities convertible into or exchangeable for shares of Common Stock, which options, warrants and other securities are outstanding as of the date hereof or are issued after the date hereof pursuant to the Corporation's Amended and Restated 1998 Incentive Compensation Plan or are issued in lieu of cash compensation and (D) issued in connection with a merger or acquisition or with respect to advertising sales or distribution of programming) at a price per share of Common Stock (or exercise price or conversion price per share of Common Stock, as the case may be) lower than the Conversion Price, then such Conversion Price shall be reduced to a price determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such sale or issuance plus (2) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance (or the aggregate initial conversion or exercise price of the convertible securities issued plus any other consideration to be paid upon such exercise or conversion) would purchase at the Conversion Price, as adjusted, on the applicable record date, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale (or into which the newly-issued rights, options, warrants or convertible securities are initially exercisable or convertible as of the date of such issuance or sale). If the Corporation shall sell or issue shares of Common Stock in consideration for property other than cash or its equivalent, then the price per share of Common Stock and fair value of such property shall be determined in good faith by the Board of Directors of the Corporation. Any such adjustment shall be determined and effective on the date of such sale or issuance and not upon exercise or conversion, as the case may be, of such rights, options, warrants or convertible or exchangeable securities. If any of such rights, options, warrants or convertible or exchangeable securities expire without having been exercised, converted or exchanged, the Conversion Price shall be adjusted as if the rights, options, warrants or convertible or exchangeable securities not so exercised, converted or exchanged had not been sold or issued. (iii) In case at any time prior to conversion of this Note, the Corporation shall pay or make a stock dividend or other distribution (payable otherwise than in cash out of funds legally available therefor) on any class of its capital stock payable in shares of Common Stock or shares of its capital stock convertible into or exchangeable for shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares of Common Stock or Common Stock equivalents constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination. (iv) In case at any time prior to conversion of this Note, the Corporation shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of any class or series of its capital stock, of evidences of its indebtedness or assets (including securities, but excluding (x) any dividend or distribution referred to in paragraph (iii) of this subsection (c) and (y) any dividend or distribution paid in cash out of funds legally available therefor of the Corporation), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of such class or series of capital stock multiplied by the fair market value per share of such class or series of capital stock (as in good faith determined by the Board of Directors) on such record date, less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of such class or series of capital stock multiplied by such fair market value per share of such class or series of capital stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (v) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least ten cents ($0.10) in such Conversion Price; provided, however, that any adjustment which by reason of this paragraph (v) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (c) shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be.

Adjustments to Conversion Price for Certain Events. (i) In case at any time prior to conversion into the Conversion Shares of the indebtedness represented by this Note the Corporation shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Note surrendered for conversion after such time shall be entitled to receive the aggregate number and kind of shares which, if this Note had been converted immediately prior to the taking of such action by the Corporation, the Holder would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (ii) If the Corporation shall, commencing on the date hereof and continuing for one hundred twenty (120) days thereafter, sell or issue shares of Common Stock, or rights, options, warrants or other securities convertible or exchangeable for shares of Common Stock (excluding securities issued (A) in any of the transactions described in paragraph (i) of clause (c) of this Section 34, (B) upon conversion of this Note, (C) upon the exercise or conversion of any options, warrants and other securities convertible into or exchangeable for shares of Common Stock, which options, warrants and other securities are outstanding as of the date hereof or are issued after the date hereof pursuant to the Corporation's Amended and Restated 1998 Incentive Compensation Plan or are issued in lieu of cash compensation and (D) issued in connection with a merger or acquisition or with respect to advertising sales or distribution of programming) at a price per share of Common Stock (or exercise price or conversion price per share of Common Stock, as the case may be) lower than the Conversion Price, then such Conversion Price shall be reduced to a price determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such sale or issuance plus (2) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance (or the aggregate initial conversion or exercise price of the convertible securities issued plus any other consideration to be paid upon such exercise or conversion) would purchase at the Conversion Price, as adjusted, on the applicable record date, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale (or into which the newly-issued rights, options, warrants or convertible securities are initially exercisable or convertible as of the date of such issuance or sale). If the Corporation shall sell or issue shares of Common Stock in consideration for property other than cash or its equivalent, then the price per share of Common Stock and fair value of such property shall be determined in good faith by the Board of Directors of the Corporation. Any such adjustment shall be determined and effective on the date of such sale or issuance and not upon exercise or conversion, as the case may be, of such rights, options, warrants or convertible or exchangeable securities. If any of such rights, options, warrants or convertible or exchangeable securities expire without having been exercised, converted or exchanged, the Conversion Price shall be adjusted as if the rights, options, warrants or convertible or exchangeable securities not so exercised, converted or exchanged had not been sold or issued. (iii) In case at any time prior to conversion of this Note, the Corporation shall pay or make a stock dividend or other distribution (payable otherwise than in cash out of funds legally available therefor) on any class of its capital stock payable in shares of Common Stock or shares of its capital stock convertible into or exchangeable for shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares of Common Stock or Common Stock equivalents constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination. (iv) In case at any time prior to conversion of this Note, the Corporation shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of any class or series of its capital stock, of evidences of its indebtedness or assets (including securities, but excluding (x) any dividend or distribution referred to in paragraph (iii) of this subsection (c) and (y) any dividend or distribution paid in cash out of funds legally available therefor of the Corporation), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of such class or series of capital stock multiplied by the fair market value per share of such class or series of capital stock (as in good faith determined by the Board of Directors) on such record date, less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of such class or series of capital stock multiplied by such fair market value per share of such class or series of capital stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (v) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least ten cents ($0.10) in such Conversion Price; provided, however, that any adjustment which by reason of this paragraph (v) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (c) shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be.

Adjustments to Conversion Price for Certain Events. (i) In case at any time prior to conversion into the Conversion Shares of the indebtedness represented by this Note the Corporation shall (A) subdivide its outstanding Common Stock, (B) combine its outstanding Common Stock into a smaller number of shares or (C) issue by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger) any shares, the Conversion Price in effect at the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Note surrendered for conversion after such time shall be entitled to receive the aggregate number and kind of shares which, if this Note had been converted immediately prior to the taking of such action by the Corporation, the Holder would have owned upon such conversion and been entitled to receive upon such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. (ii) If the Corporation shall, commencing on the date hereof and continuing for one hundred twenty (120) days thereafter, sell or issue shares of Common Stock, or rights, options, warrants or other securities convertible or exchangeable for shares of Common Stock (excluding securities issued (A) in any of the transactions described in paragraph (i) of clause (c) of this Section 3, (B) upon conversion of this Note, (C) upon the exercise or conversion of any options, warrants and other securities convertible into or exchangeable for shares of Common Stock, which options, warrants and other securities are outstanding as of the date hereof or are issued after the date hereof pursuant to the Corporation's Amended and Restated 1998 Incentive Compensation Plan or are issued in lieu of cash compensation and (D) issued in connection with a merger or acquisition or with respect to advertising sales or distribution of programming) at a price per share of Common Stock (or exercise price or conversion price per share of Common Stock, as the case may be) lower than the Conversion Price, then such Conversion Price shall be reduced to a price determined by multiplying the Conversion Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such sale or issuance plus (2) the number of shares of Common Stock which the aggregate consideration received for such sale or issuance (or the aggregate initial conversion or exercise price of the convertible securities issued plus any other consideration to be paid upon such exercise or conversion) would purchase at the Conversion Price, as adjusted, on the applicable record date, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale (or into which the newly-issued rights, options, warrants or convertible securities are initially exercisable or convertible as of the date of such issuance or sale). If the Corporation shall sell or issue shares of Common Stock in consideration for property other than cash or its equivalent, then the price per share of Common Stock and fair value of such property shall be determined in good faith by the Board of Directors of the Corporation. Any such adjustment shall be determined and effective on the date of such sale or issuance and not upon exercise or conversion, as the case may be, of such rights, options, warrants or convertible or exchangeable securities. If any of such rights, options, warrants or convertible or exchangeable securities expire without having been exercised, converted or exchanged, the Conversion Price shall be adjusted as if the rights, options, warrants or convertible or exchangeable securities not so exercised, converted or exchanged had not been sold or issued. (iii) In case at any time prior to conversion of this Note, the Corporation shall pay or make a stock dividend or other distribution (payable otherwise than in cash out of funds legally available therefor) on any class of its capital stock payable in shares of Common Stock or shares of its capital stock convertible into or exchangeable for shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares of Common Stock or Common Stock equivalents constituting such dividend or other distribution, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination. (iv) In case at any time prior to conversion of this Note, the Corporation shall fix a record date for the making of a distribution, by dividend or otherwise, to all holders of any class or series of its capital stock, of evidences of its indebtedness or assets (including securities, but excluding (x) any dividend or distribution referred to in paragraph (iii) of this subsection (c) and (y) any dividend or distribution paid in cash out of funds legally available therefor of the Corporation), then in each such case the Conversion Price in effect after such record date shall be determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, of which the numerator shall be the total number of outstanding shares of such class or series of capital stock multiplied by the fair market value per share of such class or series of capital stock (as in good faith determined by the Board of Directors) on such record date, less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets or evidences of indebtedness so to be distributed, and of which the denominator shall be the total number of outstanding shares of such class or series of capital stock multiplied by such fair market value per share of such class or series of capital stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such record date had not been fixed. (v) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least ten cents ($0.10) in such Conversion Price; provided, however, that any adjustment which by reason of this paragraph (v) is not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection (c) shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be.