Effect of Reclassification, Consolidation, Merger, Sale or Certain Other Events. Upon the occurrence of (i) any Reclassification, (ii) any Mandatory Conversion Event, (iii) any Optional Conversion Event, (iv) an Extraordinary Transaction to which the provisions of Section 12.04(c)(B) or (C) or Section 12.04(d) are not applicable, (v) any SIRI Distribution to which the provisions of Section 12.04(c)(B) or (C) do not apply which involves 80% or more of the fair market value of the property and assets attributed to the Liberty SiriusXM Group (as determined by the Board of Directors), (vi) any consolidation, merger, combination or binding share exchange involving the Company, or (vii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person (other than pursuant to an Extraordinary Transaction to which the provisions of Section 12.04(c)(B) or (C) apply), then, in each case in which holders of outstanding Series A Liberty SiriusXM Common Stock would be entitled to receive cash, securities or other property for shares of Series A Liberty SiriusXM Common Stock (“Reference Property”), the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Series A Liberty SiriusXM Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive upon such transaction (including, as applicable, any remaining shares of Series A Liberty SiriusXM Common Stock that a holder of a number of shares of Series A Liberty SiriusXM Common Stock equal to the Conversion Rate immediately prior to such transaction would have continued to own following such transaction); provided, however, that after the effective time of any such transaction, (A) the Company or the successor or acquiring company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with Section 12.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 12.02 shall continue to be payable in cash, (II) any shares of Series A Liberty SiriusXM Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 12.02 shall instead be deliverabl...
