Common use of Disposition Events Clause in Contracts

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any merger, consolidation or other combination involving the Company; or (c) any sale or conveyance of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all of the holders of Common Stock shall be entitled to receive Cash, securities or other property for their shares of Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of Cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any merger, consolidation or other combination involving the Company; or (c) any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all or substantially all of the holders of Common Stock shall be entitled to receive Cash, securities or other property for their shares of Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of if a Holder converts its Notes converted following on or after the effective date of any such Disposition Event, shall Notes will be calculated based on convertible into, in lieu of the kind shares of Common Stock otherwise deliverable, the same amount and amount type (in the same proportions) of Cash, securities or other property consideration received by holders of Common Stock in the relevant event (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common StockStock who affirmatively make such election. If the Conversion Value Rate of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) deliver an amount in Reference Property, determined as set forth in Section 10.01(b10.01(a), with a fair market value, as determined by paragraph 10 of the Note and the definition of “Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b)Rate”; and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, consolidation or other combination involving the Company; or (c) any sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other PersonCompany; in each case, case as a result of which all of the holders of Common Stock shall would be entitled converted into, or exchanged for, or would constitute solely the right to receive Cashreceive, stock, other securities or other property for their shares or assets (including Cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of Common Stocksuch Merger Event, the Company Company, or the successor such successor, purchaser or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with permitted under Section 9.01(b) to provide that the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required right to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to convert each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on changed into a right to convert such principal amount of Notes into the kind and amount of Cashshares of stock, other securities or other property or assets (collectively, “Reference Property”including Cash or any combination thereof) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior before such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Disposition Merger Event; provided provided, however, that at and after the effective time of the Merger Event, (i) the amount otherwise payable in Cash upon conversion of the Notes as set forth under Section 10.03 above shall continue to be payable in Cash, (ii) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the Disposition Event provides aggregate principal portion of the holders Notes being converted as set forth under Section 10.03, (iii) each share of Common Stock with that would otherwise have been required to be delivered upon a conversion of the Notes as set forth under Section 10.03 shall instead be deliverable in the amount and type of Reference Property that a holder of one share of Common Stock would have been entitled to receive in such Merger Event (a “unit of Reference Property”) and (iv) the Daily VWAP shall be calculated based on the value of one unit of Reference Property. If the Merger Event causes the Common Stock to be converted into, or exchanged for, or constitute solely the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be comprised of deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election and (y) the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units unit of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day for purposes of the Conversion Reference Period: (1) Cash in an amount equal immediately preceding paragraph shall refer to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal consideration referred to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, clause (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per attributable to one share of Common Stock” in . The Company shall notify Holders, the definition Trustee and the Conversion Agent (if other than the Trustee) of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to weighted average as soon as practicable after such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10determination is made. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Eventreclassification, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 3 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 10.09, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of Cash, securities or property or asset that will comprise the Reference Property after any such Disposition Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at the its address of such Noteholder as it appears appearing on the register of the Notes maintained by the RegistrarRegister provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply10.09.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, consolidation or other combination involving the Company; or (c) any sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other PersonCompany; in each case, case as a result of which all of the holders of Common Stock shall would be entitled converted into, or exchanged for, or would constitute solely the right to receive Cashreceive, stock, other securities or other property for their shares or assets (including Cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of Common Stocksuch Merger Event, the Company Company, or the successor such successor, purchaser or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenturepermitted under Section 9.02(b) to provide that, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 Company’s right to settle all or a portion of the Notes, the Conversion Value Obligation with respect to the Notes in Cash and the Company’s right to make a Net Share Settlement Election as set forth under Section 10.03(e), the right to convert each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on changed into a right to convert such principal amount of Notes into the kind and amount of Cashshares of stock, other securities or other property or assets (collectively, “Reference Property”including Cash or any combination thereof) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior before such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Disposition Merger Event; provided provided, however, that if at and after the Disposition Event provides effective time of the holders Merger Event, (i) the amount otherwise payable in Cash upon conversion of the Notes as set forth under Section 10.03 above shall continue to be payable in Cash, (ii) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth under Section 10.03, (iii) each share of Common Stock with that would otherwise have been required to be delivered upon a conversion of the Notes as set forth under Section 10.03 shall instead be deliverable in the amount and type of Reference Property that a holder of one share of Common Stock would have been entitled to receive in such Merger Event (a “unit of Reference Property”) and (iv) the Daily VWAP shall be calculated based on the value of one unit of Reference Property. If the Merger Event causes the Common Stock to be converted into, or exchanged for, or constitute solely the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be comprised of deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election and (y) the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units unit of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day for purposes of the Conversion Reference Period: (1) Cash in an amount equal immediately preceding paragraph shall refer to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal consideration referred to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, clause (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per attributable to one share of Common Stock” in . The Company shall notify Holders, the definition Trustee and the Conversion Agent (if other than the Trustee) of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to weighted average as soon as practicable after such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10determination is made. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Eventreclassification, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 3 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 10.09, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of Cash, securities or property or asset that will comprise the Reference Property after any such Disposition Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at the its address of such Noteholder as it appears appearing on the register of the Notes maintained by the RegistrarRegister provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply10.09.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any merger, consolidation or other combination involving the Company; or (c) any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all of the holders of Common Stock shall be entitled to receive Cash, securities or other property for their shares of Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of Cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b)1,000; and (3) an amount in Cash in lieu of any fractional shares of Common Stock Stock, if applicable, calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, ,” (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, consolidation or other combination involving the Company; or (c) any sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other PersonCompany; in each case, case as a result of which all of the holders of Common Stock shall would be entitled converted into, or exchanged for, or would constitute solely the right to receive Cashreceive, stock, other securities or other property for their shares or assets (including Cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of Common Stocksuch Merger Event, the Company Company, or the successor such successor, purchaser or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with permitted under Section 9.02(b) to provide that the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required right to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to convert each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on changed into a right to convert such principal amount of Notes into the kind and amount of Cashshares of stock, other securities or other property or assets (collectively, “Reference Property”including Cash or any combination thereof) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior before such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Disposition Merger Event; provided provided, however, that at and after the effective time of the Merger Event, (i) the amount otherwise payable in Cash upon conversion of the Notes as set forth under Section 10.03 above shall continue to be payable in Cash, (ii) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of its Conversion Obligation in excess of the Disposition Event provides aggregate principal portion of the holders Notes being converted, as set forth under Section 10.03, (iii) each share of Common Stock with that would otherwise have been required to be delivered upon a conversion of the Notes as set forth under Section 10.03 shall instead be deliverable in the amount and type of Reference Property that a holder of one share of Common Stock would have been entitled to receive in such Merger Event (a “unit of Reference Property”) and (iv) the Daily VWAP shall be calculated based on the value of one unit of Reference Property. If the Merger Event causes the Common Stock to be converted into, or exchanged for, or constitute solely the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be comprised of deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election and (y) the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units unit of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day for purposes of the Conversion Reference Period: (1) Cash in an amount equal immediately preceding paragraph shall refer to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal consideration referred to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, clause (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per attributable to one share of Common Stock” in . The Company shall notify Holders, the definition Trustee and the Conversion Agent (if other than the Trustee) of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to weighted average as soon as practicable after such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10determination is made. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Eventreclassification, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 3 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 10.09, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of Cash, securities or property or asset that will comprise the Reference Property after any such Disposition Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each NoteholderHolder, at the its address of such Noteholder as it appears appearing on the register of the Notes maintained by the RegistrarRegister provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply10.09.

Disposition Events. (A) If any of the following events (any such event, a “Disposition Event”) occurs: (a1) any reclassification or exchange of the Common Stock Class A Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b2) any merger, amalgamation, consolidation or other combination involving to which the CompanyCorporation is a constituent party; or (c3) any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company Corporation to any other Personperson; in each case, as a result of which all of the holders of Common Stock Class A Shares shall be entitled to receive Cashcash, securities or other property for their shares of Common StockClass A Shares, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes Convertible Preference Shares converted following the effective date of any Disposition Event, Event shall be calculated based on converted, in lieu of the kind Class A Shares otherwise deliverable, into the same amount and amount type (in the same proportion) of Cashcash, securities or other property received by holders of Class A Shares in the relevant event (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock Class A Shares holding, immediately prior to the transaction, a number of shares of Common Stock Class A Shares equal to the Conversion Rate Amount (without giving effect to any limitations on conversion set forth in SECTION 5(b)) immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock Class A Shares with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period:Class A Shares. (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 SECTION 5(f)(iv) shall similarly apply to successive Disposition Events. If this Section 10.12 SECTION 5(f)(iv) applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 neither SECTION 5(f)(i) nor SECTION 5(f)(iii) shall apply; provided, however, that this SECTION 5(f)(iv) shall not apply to any share split or combination to which SECTION 5(f)(i) is applicable or to a liquidation, dissolution or winding up to which SECTION 2 applies. To the extent that equity securities of a company are received by the holders of Class A Shares in connection with a Disposition Event, the portion of the Convertible Preference Shares which will be convertible into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this SECTION 5(f).

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any a consolidation, merger, consolidation or other combination involving the Company; or (c) any a sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other PersonCompany; in each case, as a result of in which all of the holders of outstanding Common Stock shall would be entitled to receive Cash, securities or other property for their shares of Common Stock, then (i) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required right to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to convert each $1,000 principal amount of Notes converted following the effective date into shares of any Disposition Event, shall Common Stock will be calculated based on changed to a right to convert each $1,000 principal amount of Notes into the kind and amount of shares of Cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right transaction would have owned or been entitled to receive more than a single type of consideration determined based in part (the “Reference Property”), and (ii) upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of conversion the Notes shall be based on Reference Property settled as set forth above, the Company’s obligation to deliver the consideration described in this Section 10.01 with 10.12. With respect to each $1,000 principal amount of Notes tendered surrendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to upon conversion the contrary set forth in Section 10.01, Notes shall be settled in Cash and units of Reference Property, as follows: the Company shall deliver to the converting Noteholder a number of units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed comprised of the kind and amount of Cash, securities or other property or assets that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, receive based on the Weighted Average Consideration) equal to (y1) the Volume Weighted Average Price aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate. The Company will deliver the Cash in lieu of fractional units of Reference Property as set forth pursuant to Section 10.03; provided that the amount of such Cash shall be determined with respect to as if references in such a unit of Reference Property and (z) references Section to “Remaining Shares” and “shares Closing Price of Common Stock” were instead references a reference to “the Closing Price of a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears receive based on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall applyWeighted Average Consideration.

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any a consolidation, merger, consolidation or other similar business combination involving the Company with and into another Person (other than with a Subsidiary of the Company); or (c) any a sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other Person(computed on a consolidated basis); in each case, as a result of in which all of the holders of outstanding Common Stock shall would be entitled to receive Cashcash, securities or other property (or any combination thereof) for their shares of Common Stock, then (i) the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required right to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to convert each $1,000 principal amount of Notes converted following the effective date into shares of any Disposition Event, shall Common Stock will be calculated based on changed to a right to convert each $1,000 principal amount of Notes into the kind and amount of Cashshares of cash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right transaction would have owned or been entitled to receive more than a single type of consideration determined based in part (the “Reference Property”), and (ii) upon any form of stockholder electionconversion, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be settled as set forth in this Section 10.12. At and after the effective time of the Disposition Event, (i) the Company shall continue to have the right to determine the Settlement Method as set forth in Section 10.02 and (ii)(x) any amount payable in cash upon conversion of the Notes as set forth in 10.02 will continue to be payable in cash, (y) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes as set forth in Section 10.02 will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Disposition Event and (z) the Closing Price will be calculated based on the value of a Unit of Reference Property (as determined by the Board of Directors) that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive in such Disposition Event based on the Weighted Average Consideration. The Company shall deliver cash in lieu of fractional units of Reference Property as set forth above, pursuant to Section 10.03; provided that the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, cash shall be determined as if the words references in such Section to “Volume Weighted Average Closing Price per share of Common Stock” in were instead a reference to the definition Closing Price of each such term were replaced by the words “Volume Weighted Average Price per unit a Unit of Reference Property composed of the kind and amount of Cashcash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) receive in such Disposition Event based on the Volume Weighted Average Price shall be determined with respect to such Consideration. If a unit Unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder does not consist solely of one share type of Common Stock immediately prior common stock that is listed on a U.S. national or regional securities exchange, the adjustments to such Disposition Event would the Conversion Rate provided in this Article 10 hereof will be modified by the Board of Directors to provide the Holders with adjustments that have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be an economic effect on the Holders as nearly equivalent as may be practicable to the economic effect the adjustments provided for in by this Article 10. If, in 10 hereof would have had on the case of any Holders but for such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. If Subject to Section 2(c), if any of the following events occurs (other than (i) any stock split or combination to which Section 2(g)(1) is applicable or (ii) a liquidation, dissolution, winding up or other transaction to which “Section 5. Liquidation” of the Certificate of Designations is applicable) (any such event, a “Disposition Event”) occurs:): (ai) any reclassification or exchange of the Class A Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (bii) any merger, consolidation or other combination involving to which the Company; orCompany is a constituent party; (ciii) any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company to any other Personperson; or (iv) the payment of an extraordinary cash dividend which would be treated as a “corporate transaction” within the meaning of the regulations promulgated under Section 424(a) of the U.S. Internal Revenue Code (or any successor provision); and in each case, as a result of which event, all of the holders of Class A Common Stock shall be entitled to receive Cashcash, securities or other property for their shares of Class A Common Stock, the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing provide that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes converted any Vested Series A Preferred Stock exchanged following the effective date of any Disposition Event, shall may be calculated based on exchanged, in lieu of the kind Class A Common Stock that the Company otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stock, into the same amount and amount type (in the same proportion) of Cashcash, securities or other property (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Class A Common Stock, with the amount of such Reference Property to be received for each share of Vested Series A Preferred Stock holding, immediately prior to determined based upon the transaction, a number of shares of Common Stock equal to the Conversion Rate Exchange Amount in effect immediately prior to such Disposition Event, subject to the proviso in Section 2(b)(1); provided that if the Disposition Event provides the holders of Class A Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Class A Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. If any of the following events (any such event, a “"Disposition Event”") occurs: (a) : any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) ; any merger, consolidation or other combination involving the Company; or (c) or any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company to any other Person; in each case, as a result of which all of the holders of Common Stock shall be entitled to receive Cash, securities or other property for their shares of Common Stock, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on the kind and amount of Cash, securities or other property (collectively, “"Reference Property”") received upon the occurrence of such Disposition Event by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s 's obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period: (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply.

Disposition Events. (A) If any of the following events (any such event, a “Disposition Event”) occurs: (a1) any reclassification or exchange of the Common Stock Class A Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b2) any merger, amalgamation, consolidation or other combination involving to which the CompanyCorporation is a constituent party; or (c3) any sale sale, conveyance, lease, or conveyance other disposal of all or substantially all the properties and assets of the Company Corporation to any other Personperson; in each case, as a result of which all of the holders of Common Stock Class A Shares shall be entitled to receive Cashcash, securities or other property for their shares of Common StockClass A Shares, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 of the Notes, the Conversion Value with respect to each $1,000 principal amount of Notes Series 6 Preferred Shares converted following the effective date of any Disposition Event, Event shall be calculated based on converted, in lieu of the kind Class A Shares otherwise deliverable, into the same amount and amount type (in the same proportion) of Cashcash, securities or other property received by holders of Class A Shares in the relevant event (collectively, “Reference Property”) received upon the occurrence of such Disposition Event by a holder of Common Stock Class A Shares holding, immediately prior to the transaction, a number of shares of Common Stock Class A Shares equal to the Conversion Rate Amount (without giving effect to any limitations on conversion set forth in SECTION 6(b)) immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Common Stock Class A Shares with the right to receive more than a single type of consideration determined based in part upon any form of stockholder election, the Reference Property shall be comprised of the weighted average of the types and amounts of consideration received by the holders of the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day of the Conversion Reference Period:Class A Shares. (1) Cash in an amount equal to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per share of Common Stock” in the definition of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Event, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Noteholder as it appears on the register of the Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.12 SECTION 6(f)(iv) shall similarly apply to successive Disposition Events. If this Section 10.12 SECTION 6(f)(iv) applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 neither SECTION 6(f)(i) nor SECTION 6(f)(iii) shall apply; provided, however, that this SECTION 6(f)(iv) shall not apply to any share split or combination to which SECTION 6(f)(i) is applicable or to a liquidation, dissolution or winding up to which SECTION 3 applies. To the extent that equity securities of a company are received by the holders of Class A Shares in connection with a Disposition Event, the portion of the Series 6 Preferred Shares which will be convertible into such equity securities will continue to be subject to the anti-dilution adjustments set forth in this SECTION 6(f).

Disposition Events. If any of the following events (any such event, a “Disposition Event”) occurs: (a) any reclassification of the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, consolidation or other combination involving the Company; or (c) any sale or conveyance to another Person of all or substantially all of the properties and assets of the Company to any other PersonCompany; in each case, case as a result of which all of the holders of Common Stock shall would be entitled converted into, or exchanged for, or would constitute solely the right to receive Cashreceive, stock, other securities or other property for their shares or assets (including Cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of Common Stocksuch Merger Event, the Company Company, or the successor such successor, purchaser or purchasing transferee Person, as the case may be, shall execute with and deliver to the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenturepermitted under Section 9.02(b) to provide that, if such supplemental indenture is then required to so comply) providing that notwithstanding the provisions of Section 10.01, and subject to the provisions of paragraph 7 Company’s right to settle all or a portion of the Notes, the Conversion Value Obligation with respect to the Notes in Cash and the Company’s right to make a Net Share Settlement Election as set forth under Section 10.03(e), the right to convert each $1,000 Principal Amount at Maturity of Notes shall be changed into a right to convert such principal amount of Notes converted following the effective date of any Disposition Event, shall be calculated based on into the kind and amount of Cashshares of stock, other securities or other property or assets (collectively, “Reference Property”including Cash or any combination thereof) received upon the occurrence of such Disposition Event by that a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate immediately prior before such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Disposition Merger Event; provided provided, however, that if at and after the Disposition Event provides effective time of the holders Merger Event, (i) the amount otherwise payable in Cash upon conversion of the Notes as set forth under Section 10.03 above shall continue to be payable in Cash, (ii) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, as set forth under Section 10.03, (iii) each share of Common Stock with that would otherwise have been required to be delivered upon a conversion of the Notes as set forth under Section 10.03 shall instead be deliverable in the amount and type of Reference Property that a holder of one share of Common Stock would have been entitled to receive in such Merger Event (a “unit of Reference Property”) and (iv) the Daily VWAP shall be calculated based on the value of one unit of Reference Property. If the Merger Event causes the Common Stock to be converted into, or exchanged for, or constitute solely the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (x) the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, shall be comprised of deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election and (y) the Common Stock. If the Conversion Value of the Notes shall be based on Reference Property as set forth above, the Company’s obligation to deliver the consideration described in Section 10.01 with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Disposition Event, shall, notwithstanding anything to the contrary set forth in Section 10.01, be settled in Cash and units unit of Reference Property (if applicable) and the Company shall deliver, as promptly as practicable immediately following the last Trading Day for purposes of the Conversion Reference Period: (1) Cash in an amount equal immediately preceding paragraph shall refer to the lesser of (A) $1,000 and (B) the Conversion Value, and (2) if the Conversion Value is greater than $1,000, (a) Cash equal consideration referred to the difference between the aggregate Conversion Value and $1,000, (b) an amount in Reference Property, determined as set forth in Section 10.01(b), with a fair market value, as determined by the Conversion Agent, equal to the Conversion Value less $1,000 or (c) a combination thereof, at the Company’s election, determined as set forth in Section 10.01(b); and (3) an amount in Cash in lieu of any fractional shares of Common Stock calculated based on the Average Price, provided that, in each case, clause (x) the Conversion Value and the Daily Share Amounts, shall be determined as if the words “Volume Weighted Average Price per attributable to one share of Common Stock” in . The Company shall notify Holders, the definition Trustee and the Conversion Agent (if other than the Trustee) of each such term were replaced by the words “Volume Weighted Average Price per unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to weighted average as soon as practicable after such Disposition Event would have owned or been entitled to receive”, (y) the Volume Weighted Average Price shall be determined with respect to such a unit of Reference Property and (z) references to “Remaining Shares” and “shares of Common Stock” were instead references to “a unit of Reference Property composed of the kind and amount of Cash, securities or other property that a holder of one share of Common Stock immediately prior to such Disposition Event would have owned or been entitled to receive.” Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10determination is made. If, in the case of any such Disposition Event, the stock or other securities and assets receivable thereupon by a holder of Common Stock Reference Property includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Disposition Eventreclassification, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Noteholders Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 3 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 10.09, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of Cash, securities or property or asset that will comprise the Reference Property after any such Disposition Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed delivered to each NoteholderHolder, at the its address of such Noteholder as it appears appearing on the register of the Notes maintained by the RegistrarRegister provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.12 shall similarly apply to successive Disposition Events. If this Section 10.12 applies to any event or occurrence, none of Section 10.06, Section 10.07, Section 10.08, Section 10.09 or Section 10.10 shall apply10.09.