Common use of Distributions by Distributed Entity Clause in Contracts

Distributions by Distributed Entity. If (i) a Distributed Entity makes a distribution to all holders of shares of Distributed Entity Stock of shares of the Capital Stock of any entity or of rights or warrants entitling them (for a period expiring within 45 days after the effective date of such distribution) to purchase shares of the Capital Stock of any entity and (ii) the Distribution Value of such distribution represents 10% or more of the Undistributed Value of MusicCo immediately prior to such distribution, then such distribution shall be a Subject Distribution, the entity the shares of Capital Stock of which are distributed or sold in such Subject Distribution shall be a Distributed Entity, and the class of Capital Stock of the Distributed Entity that is distributed or sold in the Subject Distribution shall be Distributed Entity Stock, with the same effect for all purposes of this Agreement as if MusicCo had made such distribution, except that the Underlying Number for the Distributed Entity Component of each whole Right created pursuant to Section 6.04 by virtue of such Subject Distribution shall be the number obtained by multiplying one by a fraction the numerator of which is the aggregate number of shares of Capital Stock of such entity distributed or sold in the Subject Distribution and the denominator of which is the aggregate number of shares of Distributed Entity Stock of the Distributed Entity making the Subject Distribution outstanding on the record date for such distribution. The determination of whether a distribution meets each of the criteria referred to in the immediately preceding sentence and is therefore a Subject Distribution shall be made by the Board of

Distributions by Distributed Entity. If (i) a Distributed ----------------------------------- Entity makes a distribution to all holders of shares of Distributed Entity Stock of shares of the Capital Stock of any entity or of rights or warrants entitling them (for a period expiring within 45 days after the effective date of such distribution) to purchase shares of the Capital Stock of any entity and (ii) the Distribution Value of such distribution represents 10% or more of the Undistributed Value of MusicCo immediately prior to such distribution, then such distribution shall be a Subject Distribution, the entity the shares of Capital Stock of which are distributed or sold in such Subject Distribution shall be a Distributed Entity, and the class of Capital Stock of the Distributed Entity that is distributed or sold in the Subject Distribution shall be Distributed Entity Stock, with the same effect for all purposes of this Agreement as if MusicCo had made such distribution, except that the Underlying Number for the Distributed Entity Component of each whole Right created pursuant to Section 6.04 by virtue of such Subject Distribution shall be the number obtained by multiplying one by a fraction the numerator of which is the aggregate number of shares of Capital Stock of such entity distributed or sold in the Subject Distribution and the denominator of which is the aggregate number of shares of Distributed Entity Stock of the Distributed Entity making the Subject Distribution outstanding on the record date for such distribution. The determination of whether a distribution meets each of the criteria referred to in the immediately preceding sentence and is therefore a Subject Distribution shall be made by the Board ofof Directors of MusicCo (whose good faith determination will be conclusive). The Distribution Value of any such distribution shall be made in good faith by the Board of Directors of MusicCo. If MusicCo or any Distributed Entity makes a distribution which individually is not a Subject Distribution solely by virtue of clause (ii) of the first sentence of Section 6.03 or this Section 6.07, but would be a Subject Distribution if aggregated with any other distribution or distributions previously made by MusicCo or any Distributed Entity that also were not Subject Distributions when made solely by virtue of that clause (ii) (and were not thereafter deemed to be Subject Distributions pursuant to this sentence), then upon the making of the later of such distributions such distributions shall be deemed to be a single Subject Distribution. The determination of whether any combination of distributions would constitute a Subject Distribution pursuant to the immediately preceding sentence shall be made by the Board of Directors of MusicCo (whose good faith determination will be conclusive) on the basis of the Distribution Values of such distributions and the Undistributed Value of MusicCo calculated in each case immediately prior to the time the first of such distributions was made.

Distributions by Distributed Entity. If (i) a ----------------------------------- Distributed Entity makes a distribution to all holders of shares of Distributed Entity Stock of shares of the Capital Stock of any entity or of rights or warrants entitling them (for a period expiring within 45 days after the effective date of such distribution) to purchase shares of the Capital Stock of any entity and (ii) the Distribution Value of such distribution represents 10% or more of the Undistributed Value of MusicCo immediately prior to such distribution, then such distribution shall be a Subject Distribution, the entity the shares of Capital Stock of which are distributed or sold in such Subject Distribution shall be a Distributed Entity, and the class of Capital Stock of the Distributed Entity that is distributed or sold in the Subject Distribution shall be Distributed Entity Stock, with the same effect for all purposes of this Agreement as if MusicCo had made such distribution, except that the Underlying Number for the Distributed Entity Component of each whole Right created pursuant to Section 6.04 by virtue of such Subject Distribution shall be the number obtained by multiplying one by a fraction the numerator of which is the aggregate number of shares of Capital Stock of such entity distributed or sold in the Subject Distribution and the denominator of which is the aggregate number of shares of Distributed Entity Stock of the Distributed Entity making the Subject Distribution outstanding on the record date for such distribution. The determination of whether a distribution meets each of the criteria referred to in the immediately preceding sentence and is therefore a Subject Distribution shall be made by the Board ofof Directors of MusicCo (whose good faith determination will be conclusive). The Distribution Value of any such distribution shall be made in good faith by the Board of Directors of MusicCo. If MusicCo or any Distributed Entity makes a distribution which individually is not a Subject Distribution solely by virtue of clause (ii) of the first sentence of Section 6.03 or this Section 6.07, but would be a Subject Distribution if aggregated with any other distribution or distributions previously made by MusicCo or any Distributed Entity that also were not Subject Distributions when made solely by virtue of that clause (ii) (and were not thereafter deemed to be Subject Distributions pursuant to this sentence), then upon the making of the later of such distributions such distributions shall be deemed to be a single Subject Distribution. The determination of whether any combination of distributions would constitute a Subject Distribution pursuant to the immediately preceding sentence shall be made by the Board of Directors of MusicCo (whose good faith determination will be conclusive) on the basis of the Distribution Values of such distributions and the Undistributed Value of MusicCo calculated in each case immediately prior to the time the first of such distributions was made.