Common use of Disposition Events Clause in Contracts

Disposition Events. Subject to Section 2(c)(2), 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”): (i) 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); (ii) any merger, consolidation or other combination to which the Parent is a constituent party; (iii) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Parent to any other person; 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 cash, securities or other property for their shares of Class A Common Stock, the Parent or the successor or purchasing person, as the case may be, shall provide that any Vested Series A Preferred Stock exchanged following the effective date of any Disposition Event, may be exchanged, in lieu of the Class A Common Stock that the Parent otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stock, into the same amount and type (in the same proportion) of cash, 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 determined based upon the Exchange Amount in effect immediately prior to such Disposition Event; 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.

Disposition Events. Subject to Section 2(c)(2), if (A) 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: (i1) 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); (ii2) any merger, consolidation or other combination to which the Parent Company is a constituent party;; or (iii3) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Parent Company to any other person; 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 cash, securities or other property for their shares of Class A Common Stock, the Parent Company or the successor or purchasing person, as the case may be, shall provide that any Vested the Series A C Preferred Stock exchanged converted following the effective date of any Disposition Event, may shall be exchangedconverted, in lieu of the Class A Common Stock that the Parent otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stockdeliverable, into the same amount and type (in the same proportion) of cash, securities or other property 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 Class A Common StockStock holding, with immediately prior to the amount transaction, a number of such Reference Property shares of Common Stock equal to be received for each share of Vested Series A Preferred Stock determined based upon the Exchange Conversion Amount (without giving effect to any limitations on conversion set forth in effect SECTION 5(b)) immediately prior to such Disposition Event; 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. The Company may not cause, or agree to cause, a Disposition Event to occur, unless the issuer of any securities or other property into which the Series C Preferred Stock that remains outstanding thereafter (if any) becomes convertible agrees, for the express benefit of the holders of record of Series C Preferred Stock (including making them beneficiaries of such agreement), to issue such securities or property. (B) The above provisions of this SECTION 5(f)(iv) shall similarly apply to successive Disposition Events. If this SECTION 5(f)(iv) applies to any event or occurrence, 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 stock split or combination to which SECTION 5(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 Common Stock in connection with a Disposition Event, the portion of the Series C Preferred Stock 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. Subject to Section 2(c)(2), if (A) 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: (i1) any reclassification or exchange of the Class A Common Stock 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); (ii2) any merger, amalgamation, consolidation or other combination to which the Parent Corporation is a constituent party;; or (iii3) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Parent Corporation to any other person; 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 Shares shall be entitled to receive cash, securities or other property for their shares of Class A Common StockShares, the Parent or the successor or purchasing person, as the case may be, shall provide that any Vested Series A 8 Convertible Preferred Stock exchanged Shares converted following the effective date of any Disposition Event, may Event shall be exchangedconverted, in lieu of the Class A Common Stock that the Parent Shares otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stockdeliverable, into the same amount and type (in the same proportion) of cash, 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 Class A Common StockShares holding, with immediately prior to the amount transaction, a number of such Reference Property Class A Shares equal to be received for each share of Vested Series A Preferred Stock determined based upon the Exchange Conversion Amount (without giving effect to any limitations on conversion set forth in effect SECTION 6(b)) immediately prior to such Disposition Event; provided that if the Disposition Event provides the holders of Class A Common Stock 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 Class A Common StockShares. (B) The above provisions of this SECTION 6(f)(iv) shall similarly apply to successive Disposition Events. If this SECTION 6(f)(iv) applies to any event or occurrence, 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 8 Convertible 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. Subject to Section 2(c)(2), if (A) 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: (i1) 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); (ii2) any merger, consolidation or other combination to which the Parent Company is a constituent party;; or (iii3) any sale, conveyance, lease, or other disposal of all or substantially all the properties and assets of the Parent Company to any other person; 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 cash, securities or other property for their shares of Class A Common Stock, the Parent Company or the successor or purchasing person, as the case may be, shall provide that any Vested the Series A B Preferred Stock exchanged converted following the effective date of any Disposition Event, may shall be exchangedconverted, in lieu of the Class A Common Stock that the Parent otherwise had the option of delivering in lieu of cash upon exchange of Vested Series A Preferred Stockdeliverable, into the same amount and type (in the same proportion) of cash, securities or other property 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 Class A Common StockStock holding, with immediately prior to the amount transaction, a number of such Reference Property shares of Common Stock equal to be received for each share of Vested Series A Preferred Stock determined based upon the Exchange Conversion Amount (without giving effect to any limitations on conversion set forth in effect SECTION 5(b)) immediately prior to such Disposition Event; 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. The Company may not cause, or agree to cause, a Disposition Event to occur, unless the issuer of any securities or other property into which the Series B Preferred Stock that remains outstanding thereafter (if any) becomes convertible agrees, for the express benefit of the holders of record of Series B Preferred Stock (including making them beneficiaries of such agreement), to issue such securities or property. (B) The above provisions of this SECTION 5(f)(iv) shall similarly apply to successive Disposition Events. If this SECTION 5(f)(iv) applies to any event or occurrence, 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 stock split or combination to which SECTION 5(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 Common Stock in connection with a Disposition Event, the portion of the Series B Preferred Stock 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).