Common use of Exchange Right Clause in Contracts

Exchange Right. The parties to this Agreement hereby agree that, except as set forth below, shares of the Class B Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may: (i) exchange shares of Class B Common Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Holder Exchange”); (ii) in connection with a sale of shares of Class B Common Stock on and after December 30, 2006, cause the shares of Class B Common Stock proposed to be sold to be exchanged for IDSs, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or (iii) effective immediately prior to any automatic separation of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company and Subordinated Notes, with the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes shall instead be exchanged for 1.9740 shares of Class A Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer Exchange, an “Exchange Transaction”).

Exchange Right. The parties Partners will have the right, following the Global Service Date and after at least two consecutive reported fiscal quarters of net income (the "Exchange Date"), to this Agreement hereby agree thatexchange some or all of their Globalstar Interests, except as set forth belowon a 1-to-1 basis (the "Exchange Ratio"), for shares of Common Stock. The Exchange Ratio shall be proportionately adjusted if the Class B Company effects a stock dividend on or a stock split or combination of the outstanding shares of Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may:Stock. (i) exchange If the Company shall issue or otherwise distribute rights, options or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Class B Common Stock at a price per share less than the Current Market Price (as defined below) on the date fixed for IDSs on and after the determination of holders entitled to receive such rights, 2006options or warrants, with the initial exchange rate being one IDS for each share Exchange Ratio shall be appropriately increased to reflect such issuance or distribution. Current Market Price shall mean the average daily closing price of Class B the Common Stock on the principal securities market for the Common Stock over the five trading day period immediately preceding the ex date with respect to such issuance or distribution (i.e., the first date on which the Common Stock trades without the right to receive such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Holder Exchange”issuance or distribution);. (ii) If the Company shall merge or consolidate with or into, or shall sell or transfer all or substantially all of its assets to, another entity, and as a result the holders of Common Stock immediately prior to such transaction receive other securities and/or property, including cash, in exchange for their shares of Common Stock, the Globalstar Interests shall be exchangeable for the kind and amount of shares of stock and other securities and property receivable upon or in connection with such transaction by a sale holder of the number of shares of Class B Common Stock for which such Globalstar Interests might have been exchanged (disregarding for such purpose any limitations on and after December 30, 2006, cause the shares of Class B Common Stock proposed to be sold to be exchanged for IDSs, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth abovedescribed below) (a “Transfer Exchange”); and/or (iii) effective immediately prior to such transaction. If there is any automatic separation other change in the Common Stock, including without limitation, by way of a reclassification, reorganization or recapitalization, or any other means, or if any other material, extraordinary transaction with respect to the Common Stock which in the judgment of the IDSs, exchange shares Company's Board of Class B Common Stock for Class A Common Stock Directors acting reasonably and in the best interest of the Company would (in the absence of an adjustment) change or affect the value of the conversion right intended to be afforded hereby, appropriate adjustments shall be made in the provisions hereof so that the rights and Subordinated Notes, privileges granted hereby shall continue with respect to the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes shall instead be exchanged for 1.9740 shares of Class A Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer Exchange, an “Exchange Transaction”)as so changed or affected.

Exchange Right. The parties Company shall offer to this Agreement hereby agree thateach Qualifying Purchaser the right to exchange (the "EXCHANGE RIGHT") (a) all, except as set forth belowbut not less than all, of the Series B Preferred Stock and Series C Preferred Stock held by such Qualifying Purchaser for shares of the Class B Common Series D Preferred Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except at a rate equal to one (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary share of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may: (i) exchange shares of Class B Common Series D Preferred Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class Series B Preferred Stock and Series C Preferred Stock so exchanged by such Qualifying Purchaser, and (b) the warrants to purchase shares of Common Stock issued to such Qualifying Purchaser in connection with the purchase of such exchanged Series B Preferred Stock and/or Series C Preferred Stock (such exchange rate being subject to customary adjustment the "ORIGINAL WARRANTS") for adjustments specified replacement warrants (the "EXCHANGE WARRANTS"), in the definition form of “the Warrants, which Exchange Warrants shall (i) be exercisable for the same aggregate number of shares of Common Stock” set forth above) (a “Holder Exchange”); Stock as the Original Warrants and (ii) in connection with have a per share exercise price equal to US$0.25 (both (i) and (ii), subject to adjustment for certain events, including dividends, stock splits, combinations and the sale of Common Stock and/or Common Stock Equivalents at a price less than the then applicable Conversion Price). Except as described in clause (b) of the immediately preceding sentence, the Exchange Warrants issued to any Qualifying Purchasers electing to exercise this Exchange Right shall be identical to the Warrants. Any Qualifying Purchaser who elects to exercise this Exchange Right under this Section 4.16 shall deliver (i) written notice to the Company prior to the Closing Date (such written notice, the "EXCHANGE ELECTION NOTIFICATION"), and (ii) the certificate or certificates representing his, her or its (x) shares of Class Series B Common Preferred Stock on and after December 30, 2006, cause the shares of Class B Common and/or Series C Preferred Stock proposed to be sold to be exchanged for IDSsSeries D Preferred Stock pursuant to the Exchange Right under this Section 4.16, with and/or (y) Original Warrants to be exchanged for Exchange Warrants pursuant to the initial exchange rate being one IDS for each share of Class B Common Stock Exchange Right under this Section 4.16 (collectively such exchange rate being subject surrendered certificates and Original Warrants, the "SURRENDERED SECURITIES"), or execute and deliver to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or (iii) effective immediately prior Company, on or before the Closing Date, an agreement reasonably satisfactory to any automatic separation of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company and Subordinated Notesits counsel to indemnify the Company from any loss incurred by it in connection with any lost, with the initial exchange rate being one share stolen or destroyed certificate or certificates representing such shares of Class A Common Series B Preferred Stock, Series C Preferred Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject and/or Original Warrants to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Series D Preferred Stock and Subordinated Notes or Exchange Warrants, as the case may be, pursuant to the Exchange Right under this Section 4.16 (such agreement, the "LOST SECURITIES INDEMNITY"). The Company shall instead deliver, or cause to be exchanged for 1.9740 delivered, on the Closing Date, to each electing Qualifying Purchaser (1) a certificate or certificates representing the number of shares of Class A Common Series D Preferred Stock required to be delivered to such Qualifying Purchaser by the Company under this Section 4.16 (such exchange rate subject to customary adjustment for adjustments specified in shares, the definition of “Common Stock” set forth above). "EXCHANGE SHARES") and (a “Separation Exchange” and together with a Holder 2) the Exchange and a Transfer Exchange, an “Exchange Transaction”)Warrants.

Exchange Right. The parties to this Agreement hereby agree thatIf the Consolidation Closing occurs, except as set forth below, NMB agrees that the Holders may exchange their Series A Preferred for shares of the Class B Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may: (i) exchange shares of Class B Common Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class B NMB Common Stock (such exchange rate being “NMB Common”) on the following terms and subject to customary adjustment for adjustments specified in the definition following conditions: 2.1 Each share of “Common Stock” set forth above) (a “Series A Preferred shall be exchangeable at any time and from time to time after June 30, 2005, at the option of the Holder Exchange”); (ii) in connection with a sale thereof, into the number of shares of Class B NMB Common Stock equal to the result obtained by dividing the stated value of $25.00 per share by the Exchange Price. The “Exchange Price” shall be an amount equal to 50% of the book value per share of the NMB Common, on and after December a fully diluted basis, as of June 30, 20062005, cause as determined by the Board of Directors of NMB in accordance with generally accepted accounting principles as then applied to NMB, subject to adjustment from time to time as provided in this Section 2. NMB shall notify each Holder of the Exchange Price as soon as is practicable following June 30, 2005. 2.2 The exchange of shares of Series A Preferred may be effected by any Holder upon the surrender for transfer to NMB at the principal office of NMB of the certificate or certificates for such shares of Series A Preferred to be exchanged, duly endorsed for transfer to NMB, accompanied by a written notice stating that such Holder elects to exchange all or a specified whole number of such shares in accordance with the provisions of this Section 2. Such exchange shall be deemed to have been made at the close of business on the date of giving such notice and of such surrender of the certificate or certificates representing the shares of Class B Common Stock proposed Series A Preferred to be sold exchanged, so that all rights of the Holder thereof as to the shares being exchanged shall cease except for the right to receive shares of NMB Common and accrued and unpaid dividends previously declared with respect to the shares of Series A Preferred being exchanged as of the end of the fiscal quarter of SBB immediately preceding the date of such exchange, in each case in accordance herewith. 2.3 In case any shares of Series A Preferred are to be exchanged called by NMB pursuant to Section 3 below, the right of exchange set forth in this Section 2 shall cease and terminate as to the shares of Series A Preferred to be so called by NMB, at the close of business on the business day immediately preceding the date fixed for IDSssuch call unless NMB shall default in the payment of the call price therefor, as provided below. 2.4 In connection with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or (iii) effective immediately prior to any automatic separation of the IDSs, exchange shares of Class B Series A Preferred, no fractions of shares of NMB Common Stock for Class A Common Stock shall be issued, but in lieu thereof, NMB shall pay a cash adjustment in respect of such fractional interest in an amount equal to such fractional interest multiplied by the Company and Subordinated Notes, with the initial exchange rate being Exchange Price. If more than one share of Class Series A Preferred shall be surrendered for exchange by the same Holder at the same time, the number of full shares of NMB Common Stock issuable on exchange thereof shall be computed on the basis of the total number of shares of Series A Preferred so surrendered. 2.5 NMB shall at all times from and a Subordinated Note in after the principal amount Consolidation Closing reserve and keep available, free from preemptive rights, for issuance upon the exchange of $7.50 for each share shares of Class B Series A Preferred, such number of its authorized but unissued shares of NMB Common Stock (such as will from time to time be sufficient to permit the exchange rate subject of all outstanding shares of Series A Preferred. Prior to customary adjustment for adjustments specified in the definition delivery of “Common Stock” set forth above)any securities that NMB shall be obligated to deliver upon exchange of the Series A Preferred, NMB shall comply with all applicable federal and state laws and regulations requiring action to be taken by NMB; provided, however, that NMB may refuse to permit exchange of any shares of Series A Preferred if the Subordinated Notes are Board of Directors shall determine that the issuance of NMB Common in connection with such exchange cannot outstanding at be effected pursuant to available exemptions from registration and qualification under applicable federal and state securities laws and regulations, unless the time Holder seeking to exchange such shares agrees to pay all costs and expenses of any NMB in connection with such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock registration and Subordinated Notes shall instead be exchanged for 1.9740 qualification. All shares of Class NMB Common delivered upon exchange of the Series A Common Stock (such exchange rate Preferred will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges and not subject to customary any preemptive rights. 2.6 The Exchange Price shall be subject to adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer Exchange, an “Exchange Transaction”).from time to time as follows:

Exchange Right. The parties GPP shall have the right, at its option, to this Agreement hereby agree that, except as exchange its Series A Preferred Stock for Orgenesis voting common stock (the “Exchange”). GPP may provide written notice to Orgenesis of GPP’s election to exercise such right (the “Exchange Notice”) which shall set forth below, the number of shares of the Class B Common Series A Preferred Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by so exchanged. Within thirty (30) days of Orgenesis’ receipt of the terms Exchange Notice, Orgenesis shall deliver to GPP a number of this Agreement or shares of Orgenesis common stock equal to the lesser of: (2a) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may: (i) exchange shares the fair market value of Class B Common Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Holder Exchange”); (ii) in connection with a sale of shares of Class B Common Stock on and after December 30, 2006, cause the shares of Class B Common GPP’s Series A Preferred Stock proposed to be sold to be exchanged for IDSs, with the initial exchange rate being as determined by one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or (iii) effective immediately prior to any automatic separation of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company top ten (10) United States independent third party accounting firms with experience in performing valuation services selected by GPP and Subordinated Notes, with the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above)Orgenesis; provided, however, that if such accounting firms do not provide such valuation services in the Subordinated Notes are not outstanding at ordinary course of their business as of the time such valuation is to be requested, then the valuation shall be determined by a reputable, independent third party entity that provides such valuation services as chosen by GPP and Orgenesis divided by (ii) the average closing price per share of Orgenesis common stock during the thirty (30) day period ending on the date that GPP provides the Exchange Notice (the “Exchange Price”), and (b) (i) the value of the shares of GPP’s Series A Preferred Stock to be exchanged assuming a value of the Company equal to three and a half (3.5) times the revenue of the Company during the last twelve (12) complete calendar months immediately prior to the Exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in Orgenesis having an enterprise value of less than $250,000,000 (which is equivalent to $18.48 per share based on the current outstanding shares of common stock of Orgenesis) and (B) the maximum number of shares of Orgenesis common stock issued pursuant to the Exchange shall not exceed 2,704,247 shares unless Orgenesis obtains shareholder approval for the issuance of such greater amount of shares of Orgenesis common stock in accordance with the rules and regulations of the NASDAQ Stock Market. GPP and Orgenesis shall take all actions necessary or desirable in order to effectuate such Exchange. For the sake of clarity, the Exchange shall not be accompanied by the migration of any such exchangerights attached to the Series A Preferred Stock or otherwise included in, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes shall instead be exchanged for 1.9740 shares of Class A Common Stock (such exchange rate subject or granted to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer ExchangeGPP under, an “Exchange Transaction”)this Agreement.

Exchange Right. The parties to this Agreement hereby agree that, except as set forth below, shares of (a) If the Class B Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees Company obtains advice in writing from a Nationally Recognized Investment Bank (as defined below) that in its reasonable judgment it should be possible for the Company to be bound by the terms of this Agreement successfully complete a Qualified Public Offering and EMC does not use its best efforts (including giving any necessary consents or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may:approvals) (i) to assist the Company with preparing a registration statement for filing with the Commission within six months thereafter and (ii) to cooperate with the Company in seeking to cause such registration statement to become effective, then the holders of a majority of the shares of the Company's Class B Common then outstanding (the "CLASS B ELECTING HOLDERS") may, by written election (the "ELECTION") delivered to EMC, require EMC to exchange their shares of Class B Common (the "ELECTING SHARES") for shares of EMC Common Stock and to offer to holders of vested options the right to exchange such options for cash (the options so electing shall be referred to as the "ELECTING OPTIONS"). Upon receipt of the Election, EMC agrees that it shall exchange the Electing Shares for shares of EMC Common Stock with an EMC Market Value (as defined below) equal to the Class B Fair Value (as defined below) of the Electing Shares and shall exchange the Electing Options for cash in an amount equal to the Class B Fair Value minus the exercise price of each Electing Option (all of the foregoing, hereinafter known as the "EXCHANGE RIGHT"). Within a reasonable period of time after notice of the Election from the Class B Electing Holders, EMC shall prepare and file a registration statement with the SEC that will seek to register shares of EMC Common Stock for IDSs on the Electing Shares. EMC will exercise its reasonable best efforts to have such registration statement declared effective by the SEC and after upon effectiveness, 2006, EMC shall distribute shares of EMC Common Stock to the Class B Holders who exercised the Exchange Right (the "EXCHANGE SHARES") within a reasonable period of time thereafter. Any cash payments to Electing Options will be made simultaneously with the initial exchange rate being one IDS for each share distribution of the Exchange Shares. The foregoing sets forth the Class B Common Stock Electing Holders' sole and exclusive remedy against EMC and Holdings with respect to any claims under this Section 6. The date for determining the EMC Market Value and Class B Fair Value shall be two (2) days before such exchange rate being subject and payments are effected. Notwithstanding any of the foregoing, a Qualified Public Offering may be delayed by EMC or Holdings without liability to customary adjustment anyone as follows: (i) one time, for adjustments specified as long as considered necessary in the definition reasonable judgment of “Common Stock” set forth above) (EMC and its accountants, to avoid loss of pooling of interests accounting treatment with respect to a “Holder Exchange”); completed or pending acquisition by EMC, (ii) one time, until thirty (30) days after the end of the then-current fiscal year, to enable the Company to remain part of a consolidated group with EMC, (iii) for such period of time deemed necessary in the reasonable judgment of EMC and its accountants in connection with an acquisition by EMC of the business or assets of another entity undertaken at the Company's request and on its behalf, and (iv) one time, for a sale period of shares of Class B Common Stock six (6) months, for any reason in EMC's sole discretion (collectively, the "DELAY RIGHTS"). If the parties commence work on a public offering but the price and after December 30terms proposed by the managing underwriter would not satisfy the $30 million deal size and $500 million pre-offering valuation requirements, 2006, cause then EMC will not be obligated to complete such offering and the shares of Class B Common Stock proposed failure to be sold to be exchanged for IDSs, with do so will not trigger the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/orExchange Right. (iiib) effective immediately prior to any automatic separation For purposes of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company and Subordinated Notes, with the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchangethis Agreement, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes following definitions shall instead be exchanged for 1.9740 shares of Class A Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer Exchange, an “Exchange Transaction”).apply:

Exchange Right. The parties to this Agreement hereby agree that, except as set forth below, shares of the Class B Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may: (i) exchange shares of Class B Common Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Holder Exchange”); (ii) in connection with a sale of shares of Class B Common Stock on and after December 30, 2006, cause the shares of Class B Common Stock proposed to be sold to be exchanged for IDSs, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or (iii) effective immediately prior to any automatic separation of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company and Subordinated Notes, with the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 7.52 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes shall instead be exchanged for 1.9740 1.8868 shares of Class A Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange and a Transfer Exchange, an “Exchange Transaction”).