Common use of Effect of Reclassifications, Consolidations Clause in Contracts

Effect of Reclassifications, Consolidations. Mergers, Continuances or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note (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 consolidation or merger to which Company is a party other than a merger in which Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property of Company (determined on a consolidated basis), then Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder a written notice providing that the Holder shall have the right to convert the Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Securities (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Security then outstanding shall have the right to convert the Note such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note Security immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder of a Note Security may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.06, to receive Rights upon conversion of a NoteSecurity. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.13, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Securities upon the conversion of their Securities after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property of the Company (determined on a consolidated basis), then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Noteholders a written notice providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion PrivilegePrivileges. If any In case of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Debentures (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) or in case of any consolidation of the Company with one or merger to which Company is a party more other corporations (other than a merger consolidation in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification ofCommon Stock issuable upon conversion of the Debentures), or change (other than a change in namecase of the merger of the Company into another corporation, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares in case of Class A common stock, or (iv) any sale or conveyance of all or substantially all to another corporation of the property of the Company (determined on a consolidated basis)as an entirety or substantially as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, shall execute with the Trustee a supplemental indenture which shall be prepared as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver if subject to the Holder a written notice TIA as then in effect, providing that the each Holder shall have the right to convert the Note their outstanding Debenture into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of Common Stock into which such Note Debenture might have been converted immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article Thirteen and any such adjustments which shall be approved by the Board of Directors and set forth in such supplemental indenture shall be conclusive for all purposes of this Section 9. The foregoing13.6, however, and the Trustee shall not be under any responsibility to determine the correctness of any provision contained in any way affect such supplemental indenture relating to either the right a holder kind or amount of a Note may otherwise have, pursuant to clause (ii) shares of stock or securities or property receivable by Debentureholders upon the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. If, in the case of their Debentures after any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision above provisions of this Section 9.11 13.6 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or and conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. -------------------------------------------------------------- If any of the following shall occur, namely: (ia) any reclassification or change of outstanding shares of Class A common stock Conversion Shares issuable upon conversion of the Note Notes (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, or any other change for which an adjustment is provided in Section 5.06 above), ; (iib) any consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Series D Preferred Stock; or (ivc) any sale or conveyance of all or substantially all of the property assets of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or 37 purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form reasonably satisfactory to the Trustee providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Conversion Shares deliverable upon conversion of such Note Notes immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. Article V. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Series D Preferred Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision provisions of this Section 9.11 5.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.12, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Notes upon the conversion of their Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances ----------------------------------------------------- Changes of Ownership or Sales on Conversion Privilege. If any of the following ----------------------------------------------------- shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note (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)Units, (ii) any consolidation or merger to which Company the Partnership is a party (other than a merger (a) in which Company the Partnership is the continuing corporation and entity, (b) which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value or name as a result of a subdivision or combination) in, outstanding shares Units, and (c) in which holders of Class A common stockUnits are not entitled to receive cash, (iii) any continuance in securities or other consideration for Units as a new jurisdiction which does not result in any reclassification of, of such consolidation or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stockmerger), or (iviii) any sale or conveyance of all or substantially all of the property or business of Company (determined on a consolidated basis)the Partnership as an entirety, then Companythe Partnership, or such successor or purchasing corporationPerson, as the case may be, and the Noteholder shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver an amendment to the Holder a written notice Note in form and substance reasonably satisfactory to the Noteholder providing that the Holder Note shall have thereafter be Convertible only into, and upon such Conversion the right Noteholder shall be entitled to convert the Note into receive, the kind and amount of shares of stock or interests and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance conveyance, by a holder of the number of shares of Class A common stock Units deliverable upon conversion Conversion of such the Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice amendment shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9Article. The foregoing, however, shall not in any way affect the right a holder of a Note rights the Noteholder may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.62.4, to receive ----------- -------------- ----------- Rights upon conversion Conversion of a the Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock interests or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Units includes shares of stock or other securities and property of a corporation or other business entity Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice amendment to the Note shall also be executed by such other corporation or other business entity Person and shall contain such additional provisions to protect the interests of the holder of the Note Noteholder as the Board of Directors of Company Representatives shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales ------------------------------------------------------------- on Conversion Privilege. If any of the following shall occur, namely: (i) any ----------------------- reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9Article 5. The foregoing, however, shall not in any way affect the right a holder of a 37 Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.13, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Notes upon the conversion of their Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form reasonably satisfactory to the Trustee providing that the Holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder Holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuancesale or conveyance. In the event that the shares of Class A Common Stock are exchanged or substituted for other securities in connection with any such reclassification, change, consolidation, merger, sale or conveyance. Such notice , such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder Holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (ce) of Section 9.65.06 hereof, to receive Rights stock or other securities, cash or assets upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder Holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder Holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.12, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the conversion of their Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or ------------------------------------------------------- Sales on Conversion Privilege. If any of the following shall occur, namely: (i) ----------------------------- any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.06, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.13, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Notes upon the conversion of their Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto. Neither the Trustee nor any Conversion Agent shall have any duty whatsoever to determine whether a supplemental indenture under this Section 5.13 is required or what the provisions of such supplemental indenture should be.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Securities (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Security then outstanding shall have the right to convert the Note such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note Security immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder of a Note Security may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.06, to receive Rights upon conversion of a NoteSecurity. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.13, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Securities upon the conversion of their Securities

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Securities (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporationPerson, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Security then outstanding shall have the right to convert the Note such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note Security immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a NoteArticle Fifteen. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.the

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or ------------------------------------------------------- Sales on Conversion Privilege. If any of the following shall occur, namely: (i) ----------------------------- any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Convertible Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Convertible Note then outstanding shall have the right to convert the such Convertible Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Convertible Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder of a Convertible Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.06, to receive Rights upon conversion of a Convertible Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Convertible Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.13 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.13, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Convertible Notes upon the conversion of their Convertible Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on ---------------------------------------------------------------- Conversion Privilege. -------------------- If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Debentures (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 reorganization, consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value value, or as a result of a subdivision or combination) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification ofsale, lease or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance transfer of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuancesale, sale lease or conveyancetransfer, execute and deliver to the Holder Trustee a written notice supplemental indenture providing that the Holder of each Debenture then outstanding shall have the right to convert the Note such Debenture into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, reorganization, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock, or fraction thereof, deliverable upon conversion of such Note Debenture immediately prior to such reclassification, change, reorganization, consolidation, merger, continuancesale, sale lease or conveyancetransfer. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9Article 4. The foregoing, however, shall not in any way affect the right a holder of a Note Debenture may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.64.6, to receive Rights upon conversion of a NoteDebenture. If, in the case of any such reclassification, changereorganization, consolidation, merger, continuancesale, sale lease or conveyance, transfer the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, changereorganization, consolidation, merger, continuancesale, sale lease or conveyancetransfer, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder Holders of the Note Debentures as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 4.12 shall similarly apply to successive reclassifications, changesreorganizations, consolidations, mergers, continuancessales, sales leases or conveyancestransfers. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.12, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Debentures upon the conversion of their Debentures after any such reclassification, change, reorganization, consolidation, merger, sale, lease or transfer, any adjustment to be made with respect thereto and that all conditions precedent have been complied with.

Effect of Reclassifications, Consolidations. Mergers, Continuances or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property of the Company (determined on a consolidated basis), then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Noteholders a written notice providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 915. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.615.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 15.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Notes (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 consolidation or merger to which Company NTL Incorporated is a party other than a merger in which Company NTL Incorporated is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of Company (determined on a consolidated basis)NTL Incorporated as an entirety, then CompanyNTL Incorporated, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder Holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.65.06 hereof, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice supplemental indenture shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder Holders of the Note Notes as the Board of Directors of Company NTL Incorporated shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 5.12 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances. In the event NTL Incorporated shall execute a supplemental indenture pursuant to this Section 5.12, NTL Incorporated shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the conversion of their Notes after any such reclassification, change, consolidation, merger, sale or conveyance and any adjustment to be made with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances ----------------------------------------------------- Changes of Ownership or Sales on Conversion Privilege. If any of the following ----------------------------------------------------- shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note 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 consolidation or merger to which Company the Corporation is a party (other than a merger (a) in which Company the Corporation is the continuing corporation and corporation, (b) which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) ), in, outstanding shares of Class A common stockCommon Stock, and (c) in which holders of shares of Common Stock are not entitled to receive cash, securities or other consideration for shares of Common Stock as a result of such consolidation or merger), or (iviii) any sale or conveyance of all or substantially all of the property or business of Company (determined on a consolidated basis)the Corporation as an entirety, then Companythe Corporation, or such successor or purchasing corporationPerson, as the case may be, and the Noteholder shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver an amendment to the Holder a written notice Note in form and substance reasonably satisfactory to the Noteholder providing that the Holder Note shall have thereafter be Convertible only into, and upon such Conversion the right Noteholder shall be entitled to convert the Note into receive, the kind and amount of shares of stock or interests and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion Conversion of such the Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice amendment shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9Article. The foregoing, however, shall not in any way affect the right a holder of a Note rights the Noteholder may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) ----------- -------------- of Section 9.62.5, to receive Rights upon conversion Conversion of a the Note. If, in the case ----------- of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock stock, interests or other securities and property (including cash) receivable thereupon by a holder of Class A common stock Common Stock includes shares of stock or other securities and property of a corporation or other business entity Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice amendment to the Note shall also be executed by such other corporation or other business entity Person and shall contain such additional provisions to protect the interests of the holder of the Note Noteholder as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Securities (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Security then outstanding shall have the right to convert the Note such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock Common Stock deliverable upon conversion of such Note Security immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyancecon veyance. Such notice supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. Article V. The foregoing, however, shall not in any way affect the right a holder of a Note Security may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of In the event the Company shall execute a supplemental indenture pursuant to this Section 9.65.13, to receive Rights the Company shall promptly file with the Trustee an Officer's Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or securities or property (including cash) receivable by holders of the Securities upon the conversion of a Note. If, in the case of their Securities after any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities conveyance and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also any adjustment to be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyancesmade with respect thereto.

Effect of Reclassifications, Consolidations. Mergers, Continuances or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note (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 consolidation or merger to which Company is a party other than a merger in which Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction other than a continuance which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property of Company (determined on a consolidated basis), then Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder a written notice providing that the Holder shall have the right to convert the Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder Holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder Holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property of the Company (determined on a consolidated basis), then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Noteholders a written notice providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, consolidation, merger, continuance, sale or conveyance by a holder of the number of shares of Class A common stock deliverable upon conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 915. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.615.6, to receive Rights upon conversion of a Note. If, in the case of any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder holders of the Note Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyances.

Effect of Reclassifications, Consolidations. Mergers, Continuances Mergers or Sales on Conversion Privilege. If any of the following shall occur, namely: (i) any reclassification or change of outstanding shares of Class A common stock Common Stock issuable upon conversion of the Note Notes (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 consolidation or merger to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding shares of Class A common stock, Common Stock or (iii) any continuance in a new jurisdiction which does not result in any reclassification of, or change (other than a change in name, or par value, or from par value to no par value, or from no par value to par value) in, outstanding shares of Class A common stock, or (iv) any sale or conveyance of all or substantially all of the property or business of the Company (determined on a consolidated basis)as an entirety, then the Company, or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, continuance, sale or conveyance, execute and deliver to the Holder Trustee a written notice supplemental indenture in form satisfactory to the Trustee providing that the Holder holder of each Note then outstanding shall have the right to convert the such Note into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassificationIn the event the Company shall execute a supplemental indenture pursuant to this Section 5.12, changethe Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefor, consolidation, merger, continuance, sale the kind or conveyance by a holder of the number amount of shares of Class A common stock deliverable or securities or property (including cash) receivable by holders of the Notes upon the conversion of such Note immediately prior to such reclassification, change, consolidation, merger, continuance, sale or conveyance. Such notice shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Section 9. The foregoing, however, shall not in any way affect the right a holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of subsection (c) of Section 9.6, to receive Rights upon conversion of a Note. If, in the case of their Notes after any such reclassification, change, consolidation, merger, continuance, sale or conveyance, the stock or other securities conveyance and property (including cash) receivable thereupon by a holder of Class A common stock includes shares of stock or other securities and property of a corporation or other business entity other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, continuance, sale or conveyance, then such notice shall also any adjustment to be executed by such other corporation or other business entity and shall contain such additional provisions to protect the interests of the holder of the Note as the Board of Directors of Company shall reasonably consider necessary by reason of the foregoing. The provision of this Section 9.11 shall similarly apply to successive reclassifications, changes, consolidations, mergers, continuances, sales or conveyancesmade with respect thereto.