Common use of Dividends; Changes in Stock Clause in Contracts

Dividends; Changes in Stock. The Company shall not, and shall cause each of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): (i) declare, set aside, make or pay any dividend or make any other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of the capital stock of the Company (other than any dividend or distribution (A) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassify, combine, split or subdivide any capital stock of the Company or issue or authorize the issuance of any other securities in substitution for shares of capital stock of the Company or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeem, purchase or otherwise acquire, directly or indirectly, any shares of capital stock of or other equity interests in the Company or any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter.

Dividends; Changes in Stock. The Company Hanover shall not, and nor shall cause each it permit any of its Subsidiaries not to, and nor shall not propose Hanover or commit to (and shall cause each any of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make or pay any dividend dividends on or make other distributions in respect of any other distribution shares of its capital stock or partnership interests (whether payable in cash, stock, securities or property or a any combination thereof), except for (A) the declaration and payment of cash dividends or distributions paid on or with respect to any a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the capital stock of the Company (other than any dividend applicable corporation or distribution (A) partnership are owned directly or indirectly by a Wholly Owned Subsidiary of the Company to the Company Hanover or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Company Preferred Stock as contemplated by the Company Charter Code or to avoid paying any income or excise taxes otherwise payable (C) in connection with any GCI Divestiture) orprovided that, except with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Voting Agreements, enter into any voting agreement with respect Aggregate Merger Share Issuance and the relative ownership of Adjusted Outstanding Surviving Corporation Shares set forth in Section 2.2(c) shall each be adjusted to reflect the reduction in value attributable to the capital stock Hanover Common Stock as a result of any such distribution, such adjustment to be determined in good faith by mutual agreement of the Company Parties or, in the absence of agreement within five (it being understood 5) business days, by determination of a nationally recognized investment banking firm selected by the solicitation Parties, which determination shall be binding on the Parties and receipt the fees and expenses of proxies in connection with obtaining the Company Requisite Approvals which shall not be restricted herebyshared equally by each of Xxxxxx and Hanover); (ii) reclassifyother than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, combinesplit, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for for, shares of its capital stock stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the Company terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing including shares of Company Capital Hanover Common Stock, (C) in connection with the exerciseor any option, settlement warrant or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeem, purchase or otherwise acquireright, directly or indirectly, to acquire any shares of capital stock of such securities or other equity interests in the Company or propose to do any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterforegoing.

Dividends; Changes in Stock. The Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the Company shall not, not and it shall cause each not permit any of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): : (i) declareauthorize, set aside, make declare or pay any dividend dividends on or make other distributions in respect of any other distribution of its equity interests, capital stock or partnership interests, except for (whether A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in cashthe fourth quarter), stockwith usual record and payment dates, property or and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a combination thereofREIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with respect Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any of the capital stock limited partnerships that are Subsidiaries of the Company (other than any dividend or distribution (A) by a Wholly Owned Subsidiary made in accordance with the requirements of the Company existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to the Company or another Wholly Owned Subsidiary stockholders of any corporations that are preferred stock Subsidiaries of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation usual record and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby)payment dates; (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its equity interests or shares of capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's or a Subsidiary's equity interests or capital stock of the Company or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterstock; or (iii) redeemrepurchase, purchase redeem or otherwise acquire, directly or indirectly, any shares of capital stock of or other equity interests in the Company or permit any of its SubsidiariesSubsidiaries to purchase, other (A) in connection with redeem or otherwise acquire, any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost equity interests or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Lettercapital stock.

Dividends; Changes in Stock. The Except for transactions solely among the Company and its wholly owned Subsidiaries, the Company shall not, and nor shall cause each it permit any of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): (i) declare, set aside, make declare or pay any dividend dividends on or make other distributions in respect of any of its capital stock, (ii) split, combine, subdivide, consolidate or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other distribution securities in respect of, in lieu of or in substitution for, shares of its capital stock (whether payable in cashexcept for any split, stockcombination, property subdivision, consolidation or a combination thereof) with respect to any reclassification of the capital stock of a wholly owned Subsidiary of the Company (other than or any dividend issuance or distribution (A) by authorization or proposal to issue or authorize any securities of a Wholly Owned wholly owned Subsidiary of the Company to the Company or another Wholly Owned wholly owned Subsidiary of the Company), (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassify, combine, split or subdivide any capital stock of the Company or issue or authorize the issuance of any other securities in substitution for shares of capital stock of the Company or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock other than as required by any Company Stock Incentive Plan, Company Employee Benefit Plan or other equity interests in employment agreement of the Company or any of its Subsidiaries, other made available to Parent prior to the date hereof (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) including in connection with the exercise, settlement payment of any exercise price or Tax withholding in connection with the exercise or vesting of Company Options or Company Restricted Stock Units), (iv) issue, deliver, sell or grant any right, warrant or option to acquire any Company Equity AwardsShares or equity interests or (v) issue, including the withholding of shares to satisfy withholding Tax obligations in respect of deliver, sell or grant any additional Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company CharterShares or equity interests or any securities convertible or exchangeable into or exercisable for, or (E) any rights based in whole or in part on the exchange of shares of value of, any Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side LetterShares.

Dividends; Changes in Stock. The Company Hanover shall not, and nor shall cause each it permit any of its Subsidiaries not to, and nor shall not propose Hanover or commit to (and shall cause each any of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make or pay any dividend dividends on or make other distributions in respect of any other distribution shares of its capital stock or partnership interests (whether payable in cash, stock, securities or property or a any combination thereof), except for (A) the declaration and payment of cash dividends or distributions paid on or with respect to any a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the capital stock of the Company (other than any dividend applicable corporation or distribution (A) partnership are owned directly or indirectly by a Wholly Owned Subsidiary of the Company to the Company Hanover or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Company Preferred Stock as contemplated by the Company Charter Code or to avoid paying any income or excise taxes otherwise payable (C) in connection with any GCI Divestiture) orprovided that, except with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Voting AgreementsExchange Ratio shall be adjusted, enter into any voting such adjustment to be determined in good faith by mutual agreement with respect of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the capital stock Hanover Common Stock as a result of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted herebyany such distribution); (ii) reclassifyother than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, combinesplit, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for for, shares of its capital stock stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the Company terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing including shares of Company Capital Hanover Common Stock, (C) in connection with the exerciseor any option, settlement warrant or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeem, purchase or otherwise acquireright, directly or indirectly, to acquire any shares of capital stock of such securities or other equity interests in the Company or propose to do any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterforegoing.

Dividends; Changes in Stock. The Company shall not, and it shall cause each not permit any of its Subsidiaries not Subsidiaries, to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): : (i) declare, set aside, make declare or pay any dividend dividends on or make any other distribution (whether payable distributions in cash, stock, property or a combination thereof) with respect to of any of the its capital stock except for the declaration and payment, with Record Dates and usual payment dates, of regular quarterly cash dividends on the Company Common Shares not in excess, in any fiscal year, of the Company (other than any dividend dividends for the prior fiscal year increased at a rate consistent with past practice, or distribution (A) dividends payable by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned to a wholly owned Subsidiary of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock or other voting securities or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, shares of capital stock or other voting securities of the Company or any of its Subsidiaries, other than (Ax) in connection with except as required by the terms of any GCI Divestituresuch securities outstanding on the date hereof, (By) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares redemption of Company Capital Stock, (C) Preferred A Shares and Company Preferred B Shares at the lowest applicable redemption price in connection accordance with the exercise, settlement or vesting terms thereof and (z) Company Shares in ordinary market transactions not in excess of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect number of Company Equity Awards, (D) Shares required to be issued pursuant to stock grants or stock- based awards made as of the conversion of Company Series B Common Stock date hereof pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) Plans in accordance with the Exchange Agreement or present terms of such plans. Notwithstanding anything in this Section 6.1.2 to the Exchange Side Letter; or (iii) redeemcontrary, purchase or otherwise acquire, directly or indirectly, any shares of capital stock of or other equity interests in the Company or any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter.A-30

Dividends; Changes in Stock. The Company Except as contemplated by this Agreement and for transactions solely among a Party and its Subsidiaries, a Party shall not, not and it shall cause each not permit any of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): : (i) declare, set aside, make declare or pay any dividend dividends on or make any other distribution (whether payable distributions in cash, stock, property or a combination thereof) with respect to of any of the its shares of beneficial interest, capital stock of the Company (other than any dividend or distribution partnership interests, except (A) by a Wholly Owned Subsidiary in the case of MIT, for (1) the declaration and payment of regular quarterly cash dividends not in excess of $.33 per share of MIT Common Stock with usual record and payment dates, regular quarterly cash dividends on the MIT Series B Preferred Stock and the MIT Series D Preferred Stock in accordance with their respective terms, (2) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of MIT made in accordance with the requirements of the Company existing organizational documents of such Subsidiary limited partnerships and (3) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of MIT and (B) in the Company or another Wholly Owned Subsidiary case of the Company, for (B1) preferential the declaration and payment of regular quarterly cash dividends not in excess of $.375 per share of Company Common Stock with usual record and payment dates, regular dividends on the Company Series A Preferred Stock as contemplated by Shares, the Company Charter Series B Preferred Shares, the Company Series C Preferred Stock, and the Company Series D Preferred Shares or (C) in connection with any GCI Divestiture) or, except with respect other class of preferred shares of beneficial interest issued subsequent to the Voting Agreementsdate hereof in accordance with this Agreement in each case in accordance with their respective terms, enter into (2) the payment of any voting agreement with respect distributions to the capital stock partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (it being understood 3) the solicitation and receipt payment of proxies in connection with obtaining regular quarterly cash dividends to shareholders of any corporations that are preferred stock Subsidiaries of the Company Requisite Approvals shall not be restricted hereby)Company; (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its shares of beneficial interest or capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of such Party's beneficial interest or capital stock stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its beneficial interest or capital stock, except (x) as required by the Company terms of its or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture' securities outstanding on the date hereof, (By) as contemplated by any existing employee benefit plan and (z) that the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing outstanding shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company MIT Series B Preferred Stock will be redeemed for cash or converted into MIT Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement terms of the MIT Series B Preferred Stock and Section 5.22. MIT and the Company shall coordinate with each other regarding the payment of dividends with respect to MIT Common Stock and Company Common Stock after the date hereof, it being the intention of the Parties that (a) MIT shall pay whatever preclosing dividends shall be necessary to avoid (i) jeopardizing its status as a "real estate investment trust" under the Code and (ii) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time (provided that the foregoing shall not be deemed to limit the amount of dividends that are otherwise payable by MIT or the Exchange Side Letter; Company under the terms of this Agreement), (b) the stockholders of MIT and the Company shall be treated fairly in order to avoid any "windfall" preclosing dividends, and (c) except as may be necessary to accomplish the foregoing, holders of MIT Common Stock and Company Common Stock shall not receive two dividends, or (iii) redeemfail to receive one dividend, purchase for any single calendar quarter with respect to their shares of MIT Common Stock or otherwise acquire, directly Company Common Stock or indirectly, any shares of capital stock of or other equity interests in the Company or any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the that any such holder receives in exchange of shares of Company Series B Common Stock for shares of Company Series C MIT Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side LetterMerger.

Dividends; Changes in Stock. The Company shall not, and nor shall cause each it permit any of its Subsidiaries not to, and nor shall not it propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make aside or pay any dividend dividends on or make other distributions in respect of, directly or indirectly, any other distribution (whether payable in cash, of its capital stock, property except (A) in the event the Effective Time has not occurred by April 30, 1996, other than by reason of any breach or default hereunder on the part of the Company, then the Company may declare and pay a combination thereofspecial cash dividend in an amount up to but not exceeding the Company Net Income after April 30, 1996 (as defined in Section 8.03(c)), provided, however, that (x) with respect to the Company shall not have, nor shall it have permitted any of its Subsidiaries to have, conducted its operations other than in the capital stock ordinary course of business and consistent with past practices and policies, including without limitation, its practices and policies for the recognition of income and expense items, and (y) the Company shall have furnished to Parent on the date of the declaration of such dividend a certificate of the chief financial officer of the Company, in form reasonably satisfactory to Parent, and dated as of such date, to the effect that the Company has duly complied with the provisions of clause (x) of this proviso, and (B) for dividends by a direct or indirect wholly owned (other than any dividend or distribution (Adirectors' qualifying shares) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the Company, (Bii) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter adjust, split, combine or (C) in connection with reclassify any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the of its capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassify, combine, split or subdivide any capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock of the Company or any of its Subsidiariesstock, other than (A) in connection with any GCI Divestiture, (B) except for the issuance of any Certificate in replacement shares upon the exercise of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stockoptions presently outstanding under the Incentive Plan, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeemrepurchase, purchase redeem or otherwise acquire, directly or indirectlypermit any Subsidiary to purchase or otherwise acquire (except for the acquisition of Trust Account Shares and the acquisition of shares to be used to satisfy obligations under Company Stock Plans), any shares of its capital stock of or other equity interests in the Company or any securities convertible into or exchangeable for any shares of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Lettercapital stock.

Dividends; Changes in Stock. The Company JPMorgan Chase shall not, and nor shall cause each it permit any of its Subsidiaries not to, and shall not or propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make declare or pay any dividend dividends on or make other distributions in respect of any other distribution (whether payable in cash, of its capital stock, property or a combination thereof) with respect to any of the capital stock of the Company (other than any dividend or distribution except (A) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the Companyas provided in Section 5.12, (B) preferential the declaration and payment of regular quarterly cash dividends on the Company JPMorgan Chase Common Stock at a rate not in excess of the regular quarterly cash dividend most recently declared prior to the date of this Agreement and regular cash dividends on the JPMorgan Chase Preferred Stock in accordance with the terms of such preferred stock as contemplated in effect on the date of this Agreement, in each case with usual record and payment dates for such dividends in accordance with JPMorgan Chase’s past dividend practice or as required by the Company Charter or terms of such preferred stock, and (C) in connection with any GCI Divestiture) orfor dividends by a wholly-owned Subsidiary of JPMorgan Chase, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock of the Company or any of its Subsidiariesstock, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any securities convertible into or exercisable for any shares of or other equity interests its capital stock (except for the acquisition of trading account shares, trust account shares and DPC shares in the Company or any ordinary course of its Subsidiaries, other (A) in connection business consistent with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock past practice and except pursuant to agreements in effect on the Company Charter, date hereof and disclosed or (E) not required to be disclosed in the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side LetterJPMorgan Chase Disclosure Schedule).

Dividends; Changes in Stock. The Company Except as contemplated by this Agreement and for transactions solely among a Party and its Subsidiaries, a Party shall not, not and it shall cause each not permit any of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): : (i) declare, set aside, make declare or pay any dividend dividends on or make other distributions in respect of any other distribution of its capital stock or partnership interests, except (whether payable x) in cashthe case of Spice, stock, property or a combination thereof) for the declaration and payment of regular cash dividends with respect to any Spice's first and third fiscal quarters not in excess of the capital stock $.05 per share of the Company (other than any dividend or distribution (A) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the CompanySpice Common Stock with usual record and payment dates, (B) preferential regular monthly cash dividends on the Company Preferred Stock as contemplated MIPS paid by the Company Charter Spice LLC in accordance with their terms and dividends from a Subsidiary of Spice to Spice or another Subsidiary of Spice and (Cy) in connection with any GCI Divestiture) orthe case of MXP, except for the declaration and payment of regular quarterly payment-in-kind dividends with respect to the Voting AgreementsMXP Series A Preferred Stock and MXP Series B Preferred Stock in accordance with their terms, enter upon the conversion of MXP Series A Preferred Stock and MXP Series B Preferred Stock into any voting agreement MXP Common Stock and/or MXP Series A Preferred Stock, as the case may be, in accordance with respect their terms, and dividends from a Subsidiary of MXP to the capital stock MXP or another Subsidiary of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby)MXP; (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of such Party's capital stock of the Company or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterstock; or (iii) redeemrepurchase, purchase redeem or otherwise acquire, directly or indirectlypermit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock of or other equity interests in stock, except as required by the Company or any terms of its Subsidiaries, other (A) in connection with securities outstanding on the date hereof or as contemplated by any GCI Divestiture, (B) existing employee benefit plan and except that Spice Capital LLC may redeem the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) MIPS for cash and/or Spice may cause the exchange of shares of Company Series B the MIPS for Spice Common Stock for shares of Company Series C Common Stock (or vice versa) Stock, in each case in accordance with the Exchange Agreement or terms of the Exchange Side LetterMIPS.

Dividends; Changes in Stock. The Company shall not, and it shall cause each not permit any of its Subsidiaries not Subsidiaries, to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): : (i) declare, set aside, make declare or pay any dividend dividends on or make any other distribution (whether payable distributions in cash, stock, property or a combination thereof) with respect to of any of the its capital stock except for the declaration and payment, with Record Dates and usual payment dates, of regular quarterly cash dividends on the Company Common Shares not in excess, in any fiscal year, of the Company (other than any dividend dividends for the prior fiscal year increased at a rate consistent with past practice, or distribution (A) dividends payable by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned to a wholly owned Subsidiary of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassifysplit, combine, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock or other voting securities or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, shares of capital stock or other voting securities of the Company or any of its Subsidiaries, other than (Ax) in connection with except as required by the terms of any GCI Divestituresuch securities outstanding on the date hereof, (By) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares redemption of Company Capital Stock, (C) Preferred A Shares and Company Preferred B Shares at the lowest applicable redemption price in connection accordance with the exercise, settlement or vesting terms thereof and (z) Company Shares in ordinary market transactions not in excess of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect number of Company Equity Awards, (D) Shares required to be issued pursuant to stock grants or stock-based awards made as of the conversion of Company Series B Common Stock date hereof pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) Plans in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeem, purchase or otherwise acquire, directly or indirectly, any shares present terms of capital stock of or other equity interests such plans. Notwithstanding anything in the Company or any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter.this

Dividends; Changes in Stock. The Company Except for (i) (A) any cash dividends to stockholders of TAL that have been approved by the Board of Directors of TAL that do not exceed, in the aggregate, $1.44 per share of TAL Common Stock (inclusive of the $0.45 per share dividend payable on December 23, 2015) (which such dividends TAL shall have the right to declare and pay at any time prior to Closing) and (B) without limiting the foregoing clause (A), after March 31, 2016, any quarterly cash dividends to stockholders of TAL that have been approved by the Board of Directors of TAL in the ordinary course of business, or (ii) as required by TAL Stock Plans, TAL Employee Benefit Plans or any employment agreement of TAL (including in connection with the payment of any exercise price or Tax withholding in connection with the vesting of Restricted TAL Shares), TAL shall not, and nor shall cause each it permit any of its Subsidiaries not to, and shall not propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): (i) declare, set aside, make declare or pay any dividend dividends on or make other distributions in respect of any other distribution (whether payable in cash, of its capital stock, property or a combination thereof) with respect to any of the capital stock of the Company (other than any dividend or distribution (A) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) or, except with respect to the Voting Agreements, enter into any voting agreement with respect to the capital stock of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted hereby); (ii) reclassifysplit, combine, split subdivide or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock (except for shares any split, combination, subdivision or reclassification of capital stock of the Company a wholly-owned Subsidiary of TAL or any issuance or authorization or proposal to issue or authorize any securities of its Subsidiaries, other than (Aa wholly-owned Subsidiary of TAL to TAL or another wholly-owned Subsidiary of TAL) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock of or other equity interests in the Company or any securities convertible into or exercisable for any shares of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Lettercapital stock.

Dividends; Changes in Stock. The Company Except as contemplated in respect of the Asset Transfer and the Distribution, none of Xxxxxx, Spinco nor, prior to the consummation of the Asset Transfer, JWHHC, shall, nor shall not, and shall cause each any of them permit any of its respective Subsidiaries not to, and nor shall not they or any of their Subsidiaries propose or commit to (and shall cause each of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make aside or pay any dividend dividends on or make other distributions in respect of any other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any shares of the capital stock or other equity interests of Spinco or the Company Spinco Retained Subsidiaries (other than whether in cash, securities or property or any dividend or distribution (A) by a Wholly Owned Subsidiary of the Company to the Company or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on the Company Preferred Stock as contemplated by the Company Charter or (C) in connection with any GCI Divestiture) orcombination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or other equity interests (with the Voting Agreementsexception of directors' qualifying equity interests and other similarly nominal holdings required by law to be held by Persons other than JWHHC, enter into any voting agreement with respect Spinco or their wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Spinco (or, prior to the capital stock consummation of the Company (it being understood the solicitation and receipt of proxies in connection with obtaining the Company Requisite Approvals shall not be restricted herebyAsset Transfer, by JWHHC); (ii) reclassifysplit, combine, split combine or subdivide reclassify any of the equity interests or capital stock of Spinco or the Company Spinco Retained Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for for, shares of the capital stock or other equity interests of the Company or any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement Spinco or the Exchange Side LetterSpinco Retained Subsidiaries; or (iii) redeemamend the terms or change the period of exercisability of, purchase purchase, repurchase, redeem or otherwise acquire, or permit Spinco, any of the Spinco Retained Subsidiaries or, prior to the consummation of the Asset Transfer, JWHHC to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of the Spinco Retained Subsidiaries, including Spinco Interests, or any option, warrant or right, directly or indirectly, to acquire any shares of capital stock of such securities or other equity interests in the Company or propose to do any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterforegoing.

Dividends; Changes in Stock. The Company Hanover shall not, and nor shall cause each it permit any of its Subsidiaries not to, and nor shall not propose Hanover or commit to (and shall cause each any of its Subsidiaries not to propose or commit to): , (i) declare, set aside, make or pay any dividend dividends on or make other distributions in respect of any other distribution shares of its capital stock or partnership interests (whether payable in cash, stock, securities or property or a any combination thereof), except for (A) the declaration and payment of cash dividends or distributions paid on or with respect to any a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors' qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the capital stock of the Company (other than any dividend applicable corporation or distribution (A) partnership are owned directly or indirectly by a Wholly Owned Subsidiary of the Company to the Company Hanover or another Wholly Owned Subsidiary of the Company, (B) preferential dividends on those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Company Preferred Stock as contemplated by the Company Charter Code or to avoid paying any income or excise taxes otherwise payable (C) in connection with any GCI Divestiture) orprovided that, except with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx, JWHHC and Spinco and (y) the Voting Agreements, enter into any voting agreement with respect Aggregate Merger Share Issuance and the relative ownership of Adjusted Outstanding Surviving Corporation Shares set forth in Section 2.2(c) shall each be adjusted to reflect the reduction in value attributable to the capital stock Hanover Common Stock as a result of any such distribution, such adjustment to be determined in good faith by mutual agreement of the Company Parties or, in the absence of agreement within five (it being understood 5) business days, by determination of a nationally recognized investment banking firm selected by the solicitation Parties, which determination shall be binding on the Parties and receipt the fees and expenses of proxies in connection with obtaining the Company Requisite Approvals which shall not be restricted herebyshared equally by each of Xxxxxx and Hanover); (ii) reclassifyother than in connection with the amendment and restatement of Hanover's Charter as set forth in the Articles of Amendment and Restatement, combinesplit, split combine or subdivide reclassify any of its capital stock of the Company or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for for, shares of its capital stock stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the Company terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, other than (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing including shares of Company Capital Hanover Common Stock, (C) in connection with the exerciseor any option, settlement warrant or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letter; or (iii) redeem, purchase or otherwise acquireright, directly or indirectly, to acquire any shares of capital stock of such securities or other equity interests in the Company or propose to do any of its Subsidiaries, other (A) in connection with any GCI Divestiture, (B) the issuance of any Certificate in replacement of any lost or destroyed Certificate representing then previously existing shares of Company Capital Stock, (C) in connection with the exercise, settlement or vesting of any Company Equity Awards, including the withholding of shares to satisfy withholding Tax obligations in respect of Company Equity Awards, (D) the conversion of Company Series B Common Stock pursuant to the Company Charter, or (E) the exchange of shares of Company Series B Common Stock for shares of Company Series C Common Stock (or vice versa) in accordance with the Exchange Agreement or the Exchange Side Letterforegoing.