Common use of Equal Status Clause in Contracts

Equal Status. Except as expressly provided in this Article V and in Article VI, Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock shall have the same rights and privileges and rank equally, share ratably on a per share basis and be identical in all respects as to all matters. Without limiting the generality of the foregoing, (i) in the event of a merger, consolidation or other business combination requiring the approval of the holders of the Corporation’s capital stock entitled to vote thereon (whether or not the Corporation is the surviving entity), each holder of DHI Common Stock shall have the right to receive, or the right to elect to receive, the same amount and form of consideration, if any, on a per share basis, as each other holder of DHI Common Stock, and (ii) in the event of (x) any tender or exchange offer to acquire any shares of DHI Common Stock by any third party pursuant to an agreement to which the Corporation is a party or (y) any tender or exchange offer by the Corporation to acquire any shares of DHI Common Stock, pursuant to the terms of the applicable tender or exchange offer, the holders of DHI Common Stock shall have the right to receive, or the right to elect to receive, the same amount or form of consideration on a per share basis as each other holder of DHI Common Stock; provided, that notwithstanding anything herein to the contrary, the holders of Class C Common Stock and the holders of Class D Common Stock may receive non-voting securities or capital stock, or securities or capital stock with differing voting rights or preferences than the holders of Class A Common Stock and/or the holders of Class B Common Stock in connection with a merger, consolidation, other business combination, or tender or exchange offer involving the Corporation.

Equal Status. Except as expressly provided in this Article V and in Article VISection 4.02, Class A Common Stock, including the voting restriction applicable to Class B Common StockStock set forth in Section 4.02(a)(i), Class C shares of Common Stock and Class D B Common Stock shall have the same rights and privileges and rank equally, share ratably on a per share basis ratably, and be identical in all respects as to all matters. Without limiting the generality of the foregoing, the Common Stock and Class B Common Stock shall be treated equally by the Corporation in any merger (i) provided that, in the event of connection with any merger to create a mergerholding company, consolidation or other business combination requiring the approval of the holders of the Corporation’s capital stock entitled to vote thereon (whether or not the Corporation is the surviving entity), each holder of DHI Common Stock and Class B Common Stock shall have the right also be treated equally except that each may receive a proportionate number of securities relative to receive, or the right to elect to receive, the same amount and form their respective shares of consideration, if any, on a per share basis, as each other holder of DHI ADT Common Stock), and (ii) in the event of (x) any tender or consolidation, share exchange pursuant to an exchange offer by the Corporation, share repurchase pursuant to acquire any shares of DHI Common Stock by any third party a tender offer, tender offer pursuant to an agreement to which the Corporation is a party or other similar transaction; provided that if any dividend is paid in the form of ADT Common Stock (y) any tender or exchange offer by the Corporation rights to acquire any shares of DHI ADT Common Stock or securities convertible into or exchangeable for ADT Common Stock, pursuant to the terms of the applicable tender or exchange offer), the holders of DHI Common Stock shall have the right receive Common Stock (or rights to receive, acquire Common Stock or the right to elect to receive, the same amount securities convertible into or form of consideration on a per share basis as each other holder of DHI exchangeable for Common Stock; provided, that notwithstanding anything herein to as the contrary, the holders of Class C Common Stock case may be) and the holders of Class D Common Stock may receive non-voting securities or capital stock, or securities or capital stock with differing voting rights or preferences than the holders of Class A Common Stock and/or the holders of Class B Common Stock shall receive a proportionate number of shares of Class B Common Stock (or rights to acquire Class B Common Stock or securities convertible into or exchangeable for Class B Common Stock, as the case may be); provided, however, that the foregoing shall not prohibit the Corporation from making open market repurchases of Common Stock pursuant to a plan designed to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, without repurchasing or offering to repurchase a proportionate number of shares of Class B Common Stock. If the Corporation in connection with a mergerany manner subdivides or combines the outstanding shares of one class of ADT Common Stock, consolidation, the outstanding shares of the other business combination, class of ADT Common Stock will be subdivided or tender or exchange offer involving combined in the Corporationsame manner.

Equal Status. Except as expressly provided in this Article V and in Article VIIV, Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D shares of Non-Voting Common Stock shall have the same rights and privileges and rank equally, share ratably on a per share basis ratably, and be identical in all respects to shares of Common Stock as to all matters. Without limiting the generality of the foregoing, (i) in the event of a merger, consolidation consolidation, or other business combination of the Corporation requiring the approval of the holders of shares of the Corporation’s capital stock entitled to vote thereon (whether or not the Corporation is the surviving entity), each holder the holders of DHI shares of Non-Voting Common Stock shall have the right to receive, or the right to elect to receive, receive the same amount and form of consideration, if any, on a per share basisbasis as the consideration, if any, received by holders of shares of Common Stock in connection with such merger, consolidation, or combination (provided that if holders of shares of Common Stock are entitled to make an election as each other holder to the amount or form of DHI consideration such holders shall receive in any such merger, consolidation, or combination with respect to their shares of Common Stock, the holders of shares of Non-Voting Common Stock shall be entitled to make the same election as to their shares of Non-Voting Common Stock), and (ii) in the event of (x) any tender or exchange offer to acquire any shares of DHI Common Stock by any third party pursuant to an agreement to which the Corporation is a party or (y) any tender or exchange offer by the Corporation to acquire any shares of DHI Common Stock, pursuant to the terms of the applicable tender or exchange offer, the holders of DHI shares of Non-Voting Common Stock shall have be entitled to participate in such tender or exchange offer on the right same terms as holders of shares of Common Stock and shall be entitled to receive, or the right to elect to receive, receive the same amount or and form of consideration on a per share basis as each other holder the holders of DHI shares of Common Stock (provided that if holders of shares of Common Stock are entitled to make an election as to the amount or form of consideration such holders shall receive in any such tender or exchange offer with respect to their shares of Common Stock; provided, that notwithstanding anything herein to the contrary, the holders of Class C shares of Non-Voting Common Stock and shall be entitled to make the holders same election as to their shares of Class D Non-Voting Common Stock may receive non-voting securities or capital stock, or securities or capital stock with differing voting rights or preferences than the holders of Class A Common Stock and/or the holders of Class B Common Stock in connection with a merger, consolidation, other business combination, or tender or exchange offer involving the CorporationStock).