Common use of Mechanical Adjustment Clause in Contracts

Mechanical Adjustment. If MusicCo shall: (a) pay a dividend or make a distribution on the outstanding shares of MusicCo Series A Common Stock in shares of MusicCo Common Stock, (b) subdivide the outstanding shares of MusicCo Series A Common Stock into a larger number of shares, (c) combine the outstanding shares of MusicCo Series A Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock by reclassification of the outstanding shares of MusicCo Common Stock (including any such reclassification in connection with a consolidation or merger in which MusicCo is the surviving corporation), the number of Rights outstanding immediately prior to the date such dividend or distribution is paid or made or the effective date of such subdivision, combination or reclassification shall be adjusted to the aggregate number of shares of MusicCo Series A Common Stock (or shares of MusicCo's Capital Stock issued in such reclassification) outstanding immediately after the taking of such action. Such adjustment shall be made successively whenever any event listed above shall occur. If a reclassification described in clause (d) above occurs, each reference in this Agreement and the Certificates to a share of MusicCo Series A Common Stock shall be deemed to refer to the number and kind of shares of MusicCo's Capital Stock that a Holder of one share of MusicCo Series A Common Stock would hold immediately following such reclassification. If MusicCo takes any action requiring an adjustment to the number of Rights prior to payment in full of the Consideration Amount Per MusicCo Share upon exercise thereof, such Consideration Amount Per MusicCo Share shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Rights outstanding immediately prior to such action and the denominator of which is the number of Rights outstanding as a result of the taking of such action.

Mechanical Adjustment. If MusicCo shall: (a) pay --------------------- a dividend or make a distribution on the outstanding shares of MusicCo Series A Common Stock in shares of MusicCo Common Stock, (b) subdivide the outstanding shares of MusicCo Series A Common Stock into a larger number of shares, (c) combine the outstanding shares of MusicCo Series A Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock by reclassification of the outstanding shares of MusicCo Common Stock (including any such reclassification in connection with a consolidation or merger in which MusicCo is the surviving corporation), the number of Rights outstanding immediately prior to the date such dividend or distribution is paid or made or the effective date of such subdivision, combination or reclassification shall be adjusted to the aggregate number of shares of MusicCo Series A Common Stock (or shares of MusicCo's Capital Stock issued in such reclassification) outstanding immediately after the taking of such action. Such adjustment shall be made successively whenever any event listed above shall occur. If a reclassification described in clause (d) above occurs, each reference in this Agreement and the Certificates to a share of MusicCo Series A Common Stock shall be deemed to refer to the number and kind of shares of MusicCo's Capital Stock that a Holder of one share of MusicCo Series A Common Stock would hold immediately following such reclassification. If MusicCo takes any action requiring an adjustment to the number of Rights prior to payment in full of the Consideration Amount Per MusicCo Share upon exercise thereof, such Consideration Amount Per MusicCo Share shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Rights outstanding immediately prior to such action and the denominator of which is the number of Rights outstanding as a result of the taking of such action.

Mechanical Adjustment. If MusicCo shall: (a) pay a dividend or --------------------- make a distribution on the outstanding shares of MusicCo Series A Common Stock in shares of MusicCo Common Stock, (b) subdivide the outstanding shares of MusicCo Series A Common Stock into a larger number of shares, (c) combine the outstanding shares of MusicCo Series A Common Stock into a smaller number of shares or (d) issue any shares of its Capital Stock by reclassification of the outstanding shares of MusicCo Common Stock (including any such reclassification in connection with a consolidation or merger in which MusicCo is the surviving corporation), the number of Rights outstanding immediately prior to the date such dividend or distribution is paid or made or the effective date of such subdivision, combination or reclassification shall be adjusted to the aggregate number of shares of MusicCo Series A Common Stock (or shares of MusicCo's Capital Stock issued in such reclassification) outstanding immediately after the taking of such action. Such adjustment shall be made successively whenever any event listed above shall occur. If a reclassification described in clause (d) above occurs, each reference in this Agreement and the Certificates to a share of MusicCo Series A Common Stock shall be deemed to refer to the number and kind of shares of MusicCo's Capital Stock that a Holder of one share of MusicCo Series A Common Stock would hold immediately following such reclassification. If MusicCo takes any action requiring an adjustment to the number of Rights prior to payment in full of the Consideration Amount Per MusicCo Share upon exercise thereof, such Consideration Amount Per MusicCo Share shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Rights outstanding immediately prior to such action and the denominator of which is the number of Rights outstanding as a result of the taking of such action.