Common use of Provision in Case of Merger Event Clause in Contracts

Provision in Case of Merger Event. (a) In the event of: (i) any recapitalization, reclassification or change of the shares of Common Stock (other than a change only in par value or from par value to no par value or no par value to par value or solely as a result of a stock split or reverse stock split or subdivision or combination involving solely Common Stock that do not involve the issuance of any other series or class of securities); (ii) any consolidation, merger or combination involving AMC; (iii) any sale, lease or other transfer of the assets of AMC substantially as an entirety; (iv) any or binding statutory share exchange involving AMC; or (v) other similar event, in each case, as a result of which the shares of Common Stock are converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash) or any combination thereof (any such event, a “Merger Event”; and such stock, other securities and/or other property or assets (including cash), the “Reference Property”; with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock would have owned or been entitled to receive on account of such Merger Event), then (x) from and after the effective time of such Merger Event, notwithstanding anything to the contrary in this Indenture or the Notes, the right to exchange each $1,000 of Notes for a number of shares of Common Stock equal to the Exchange Rate will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article X (or in any related definitions) were instead a reference to the same number of units of Reference Property and (y) at or prior to the effective time of such Merger Event, the Company, AMC, any other Person that is the surviving or transferee Person (if not AMC) of such Merger Event and (if applicable) any other issuer of securities constituting Reference Property, shall execute and deliver to the Trustee a supplemental indenture in accordance with Section 9.01 and this Section 10.12 providing for such change in the right to exchange each $1,000 of Notes; provided, however, that, at and after the effective time of such Merger Event (i) any amount payable in cash upon exchange of the Notes as set forth under this Article X will continue to be payable in cash, subject to the adjustments contained in this Section 10.12, (ii) [reserved], (iii) the Daily VWAP of any unit of Reference Property or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP”, substituting, if applicable, the Bloomberg page for such class of securities in such definition, (iv) the Daily VWAP of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, will be the fair value of such unit of Reference Property or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof) and (v) for purposes of the definition of “Fundamental Change” the term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property. If the Merger Event causes a holder of Common Stock to own or receive more than a single type of consideration (determined based in part upon any form of shareholder election), then: (1) the amount and type of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive in such Merger Event (and for which the Notes will be exchangeable) will be deemed to be the weighted average of the types and amounts of consideration actually owned or received by the holders of shares of Common Stock; and (2) the unit of Reference Property shall refer to the consideration referred to in clause (1) attributable to one share of Common Stock. The Company shall notify, in writing, the Holders, the Trustee and the Exchange Agent (if other than the Trustee) of the types and amounts of consideration (including such weighted average) comprising a unit of Reference Property as soon as practicable after such determination is made. If the unit of Reference Property consists entirely of cash in such Merger Event, then for all exchanges for which the Exchange Date occurs after the effective date of such Merger Event: (A) the consideration due upon exchange of Notes thereafter shall be paid solely in cash in an amount equal to the product of (i) the quotient of (x) the amount of the Notes being exchanged on the Exchange Date divided by (y) $1,000, times (ii) the Exchange Rate in effect on the Exchange Date, times (iii) the amount of cash constituting the unit of Reference Property; and (B) the Company shall satisfy the Company’s exchange obligation by paying cash to converting Holders on the second Business Day immediately following the Exchange Date. Such supplemental indenture described in the first paragraph of this Section 10.12(a) shall provide for anti-dilution and other adjustments, in respect of the Reference Property, and covenants that the Board of Directors of AMC shall reasonably determine in good faith to be as nearly equivalent as is practicable to the adjustments and covenants provided for in this Article X in respect of Common Stock and otherwise preserve the economic interests of the Holders. (b) When the Company executes and delivers a supplemental indenture pursuant to Section 10.12(a), the Company shall promptly (i) deliver to the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent in this Indenture to such execution and delivery have been complied with, (ii) an Opinion of Counsel that all conditions precedent to the execution and delivery of such supplemental indenture have been complied with, and (iii) mail notice thereof to each Holder at its last address appearing on the note register or to DTC. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the note register provided for in this Notes Indenture, within 60 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) Neither the Company nor AMC shall become a party to any Merger Event unless its terms are consistent with this Section 10.12. None of the foregoing provisions shall affect the right of a Holder to exchange its Notes into shares of Common Stock as set forth in Section 10.03 prior to the effective time of such Merger Event. (d) The above provisions of this Section 10.12 shall similarly apply to successive Merger Events. (e) Notwithstanding the Exchange Rate adjustment provisions described in Sections 10.06(a) through (e), no adjustment to the Exchange Rate shall be made pursuant to such provisions in the event of any dividend, distribution, share split, share combination or issuance upon a Merger Event to which the provisions under this Section 10.12 apply.

Provision in Case of Merger Event. (a) In the event of: (i) any recapitalization, reclassification or change of the shares of Common Stock (other than a change only in par value or from par value to no par value or no par value to par value or solely as a result of a stock split or reverse stock split or subdivision or combination involving solely Common Stock that do not involve the issuance of any other series or class of securitiesStock); (ii) any consolidation, merger or combination involving AMCthe REIT; (iii) any sale, lease or other transfer of the assets of AMC the REIT substantially as an entirety;; or (iv) any or binding statutory share exchange involving AMC; or (v) other similar eventexchange, in each case, as a result of which the shares of Common Stock are converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash) or any combination thereof (any such event, a “Merger Event”; ), then at the effective time of such Merger Event, the right to exchange each $1,000 exchange amount of Securities being exchanged based on a number of shares of Common Stock equal to the Exchange Rate will be changed into a right to exchange such exchange amount based on the kind and such amount of shares of stock, other securities and/or or other property or assets (including cash), ) or any combination thereof that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”; ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock would have owned or been entitled to receive on account of receive) upon such Merger Event), then (x) from ; and after the effective time of such Merger Event, notwithstanding anything to the contrary in this Indenture or the Notes, the right to exchange each $1,000 of Notes for a number of shares of Common Stock equal to the Exchange Rate will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article X (or in any related definitions) were instead a reference to the same number of units of Reference Property and (y) at or prior to the effective time of such Merger Event, the Company, AMC, any the REIT (or other Person that is become the surviving or transferee Person (if not AMC) “REIT” pursuant to Section 5.02 as a result of such Merger Event Event) and (if applicable) any other issuer of securities constituting Reference Property, shall execute and deliver to the Trustee a supplemental indenture in accordance with Section 9.01 and this Section 10.12 providing for such change in the right to exchange each $1,000 exchange amount of NotesSecurities; provided, however, that, at and after the effective time of such Merger Event Event: (A) the Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon exchange of Securities, in accordance with Section 13.04 hereof; and (B) (i) any amount payable in cash upon exchange of the Notes Securities as set forth under this Article X Section 13.04 hereof will continue to be payable in cash, subject to the adjustments contained in this Section 10.12, (ii) [reserved], any shares of Common Stock that the Company would have been required to deliver upon exchange of the Securities as set forth under Section 13.04 hereof will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have owned or been entitled to receive in such Merger Event and (iii) the Daily VWAP will be calculated based on the value of any a unit of Reference Property that a holder of one share of Common Stock would have owned or portion thereof that consists of a class of common equity securities will be determined by reference been entitled to the definition of “Daily VWAP”, substituting, if applicable, the Bloomberg page for such class of securities receive in such definition, (iv) the Daily VWAP of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, will be the fair value of such unit of Reference Property or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof) and (v) for purposes of the definition of “Fundamental Change” the term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference PropertyMerger Event. If the Merger Event causes a holder of Common Stock to own or receive more than a single type of consideration (determined based in part upon any form of shareholder election), then: (1) the amount and type of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive in such Merger Event (and for which the Notes Securities will be exchangeable) will be deemed to be the weighted average of the types and amounts of consideration actually owned or received by the holders of shares of Common Stock; and; (2) the unit of Reference Property shall refer to the consideration referred to in clause (1) attributable to one share of Common Stock; and (3) the Company shall adjust the Dividend Threshold Amount based on the relative values of the common stock or similar common equity interests and (if applicable) any non-stock consideration comprising the Reference Property. The Company shall notify, in writing, the Holders, the Trustee and the Exchange Agent (if other than the Trustee) of the types and amounts of consideration (including such weighted average) comprising a unit of Reference Property and of any adjustment to the Dividend Threshold Amount as soon as practicable after such determination is made. If the unit holders of Reference Property consists entirely shares of Common Stock own or receive only cash in such Merger Event, then for all exchanges for which the Exchange Date occurs after the effective date of such Merger Event: (A) the consideration due upon exchange of Notes thereafter Securities shall be paid solely in cash in an amount equal to the product of (i) the quotient of (x) the exchange amount of the Notes Securities being exchanged on the Exchange Date divided by (y) $1,000, 1,000 times (ii) the Exchange Rate in effect on the Exchange DateDate (as may be increased by any Additional Shares pursuant to Section 13.02), times (iii) the amount price paid per share of cash constituting the unit of Reference PropertyCommon Stock in such Merger Event; and (B) the Company shall satisfy the Company’s exchange obligation by paying cash to converting Holders on the second Business Day immediately following the Exchange Date. The Company shall not become a party to any Merger Event unless the terms thereof are consistent with this Section 13.12. Such supplemental indenture described in the first paragraph of this Section 10.12(a13.12 (a) shall provide for anti-dilution and other adjustments, and covenants for protection of the interests of the Holders of Securities, in respect of the Reference Property, and covenants Property that the Board of Directors of AMC shall reasonably determine in good faith to be as nearly equivalent as is practicable to the adjustments and covenants provided for in this Article X 13 in respect of Common Stock and otherwise preserve the economic interests of the HoldersStock. (b) When the Company executes and delivers a supplemental indenture pursuant to Section 10.12(a13.12(a), the Company shall promptly (i) deliver to the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent in this Indenture to such execution and delivery have been complied with, and (ii) an Opinion of Counsel that all conditions precedent to the execution and delivery of such supplemental indenture have been complied with, and (iii) mail notice thereof to each Holder at its last address appearing on the note register or to DTCSecurity Register. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the note register Security Register provided for in this Notes Indenture, within 60 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) Neither the Company nor AMC the REIT shall become a party to any Merger Event unless its terms are consistent with this Section 10.1213.12. None of the foregoing provisions shall affect the right of a Holder holder of Securities to exchange its Notes Securities into cash or shares of Common Stock Stock, as applicable, as set forth in Section 10.03 13.04(a) prior to the effective time of such Merger Event. (d) The above provisions of this Section 10.12 13.12 shall similarly apply to successive Merger Events. (e) Notwithstanding the Exchange Rate adjustment provisions described in Sections 10.06(aSection 13.06(a) through (e), no adjustment to the Exchange Rate shall be made pursuant to such provisions in the event of any dividend, distribution, share split, share combination or issuance upon a Merger Event to which the provisions under this Section 10.12 13.12 apply.

Provision in Case of Merger Event. (a) In the event of: (i) any recapitalization, reclassification or change of the shares of Common Stock (other than a change only in par value or from par value to no par value or no par value to par value or solely as a result of a stock split or reverse stock split or subdivision or combination involving solely Common Stock that do not involve the issuance of any other series or class of securitiesStock); (ii) any consolidation, merger or combination involving AMCWeWork Inc.; (iii) any sale, lease or other transfer of the assets of AMC WeWork Inc. substantially as an entirety;; or (iv) any or binding statutory share exchange involving AMC; or (v) other similar eventexchange, in each case, as a result of which the shares of Common Stock are converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash) or any combination thereof (any such event, a “Merger Event”; ), then at the effective time of such Merger Event, the right to exchange each $1,000 exchange amount of Second Lien Exchangeable Notes being exchanged based on a number of shares of Common Stock equal to the Exchange Rate will be changed into a right to exchange such exchange amount based on the kind and such amount of shares of stock, other securities and/or or other property or assets (including cash), ) or any combination thereof that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately preceding such Merger Event would have owned or been entitled to receive (the “Reference Property”; ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock would have owned or been entitled to receive on account of receive) upon such Merger Event), then (x) from ; and after the effective time of such Merger Event, notwithstanding anything to the contrary in this Indenture or the Notes, the right to exchange each $1,000 of Notes for a number of shares of Common Stock equal to the Exchange Rate will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article X (or in any related definitions) were instead a reference to the same number of units of Reference Property and (y) at or prior to the effective time of such Merger Event, the Company, AMC, any WeWork Inc. (or other Person that is becomes the surviving or transferee Person (if not AMC) “Successor Parent” pursuant to Section 5.01 as a result of such Merger Event Event) and (if applicable) any other issuer of securities constituting Reference Property, shall execute and deliver to the Trustee a supplemental indenture in accordance with Section 9.01 and this Section 10.12 providing for such change in the right to exchange each $1,000 exchange amount of Second Lien Exchangeable Notes; provided, however, that, at and after the effective time of such Merger Event (i) any amount payable in cash upon exchange of the Second Lien Exchangeable Notes as set forth under this Article X Section 13.03 hereof will continue to be payable in cash, subject to the adjustments contained in this Section 10.12, (ii) [reserved], any shares of Common Stock that the Company would have been required to deliver upon exchange of the Second Lien Exchangeable Notes as set forth under Section 13.03 hereof will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have owned or been entitled to receive in such Merger Event and (iii) the Daily VWAP and Common Equity VWAP will be calculated based on the value of any a unit of Reference Property that a holder of one share of Common Stock would have owned or portion thereof that consists of a class of common equity securities will be determined by reference been entitled to the definition of “Daily VWAP”, substituting, if applicable, the Bloomberg page for such class of securities receive in such definition, (iv) the Daily VWAP of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, will be the fair value of such unit of Reference Property or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof) and (v) for purposes of the definition of “Fundamental Change” the term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference PropertyMerger Event. If the Merger Event causes a holder of Common Stock to own or receive more than a single type of consideration (determined based in part upon any form of shareholder election), then: (1) the amount and type of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive in such Merger Event (and for which the Second Lien Exchangeable Notes will be exchangeable) will be deemed to be the weighted average of the types and amounts of consideration actually owned or received by the holders of shares of Common Stock; and (2) the unit of Reference Property shall refer to the consideration referred to in clause (1) attributable to one share of Common Stock. The Company shall notify, in writing, the Holders, the Trustee and the Exchange Agent (if other than the Trustee) of the types and amounts of consideration (including such weighted average) comprising a unit of Reference Property as soon as practicable after such determination is made. If the unit holders of Reference Property consists entirely shares of Common Stock own or receive only cash in such Merger Event, then for all exchanges for which the Exchange Date occurs after the effective date of such Merger Event: (A) the consideration due upon exchange of Second Lien Exchangeable Notes thereafter shall be paid solely in cash in an amount equal to the product of (i) the quotient of (x) the exchange amount of the Second Lien Exchangeable Notes being exchanged on the Exchange Date divided by (y) $1,000, times (ii) the Exchange Rate in effect on the Exchange Date, times (iii) the amount price paid per share of cash constituting the unit of Reference PropertyCommon Stock in such Merger Event; and (B) the Company shall satisfy the Company’s exchange obligation by paying cash to converting Holders on the second Business Day immediately following the Exchange Date. Such supplemental indenture described in the first paragraph of this Section 10.12(a13.12(a) shall provide for anti-dilution and other adjustments, and covenants for protection of the interests of the Holders of Second Lien Exchangeable Notes, in respect of the Reference Property, and covenants Property that the Board of Directors of AMC shall reasonably determine in good faith to be as nearly equivalent as is practicable to the adjustments and covenants provided for in this Article X 13 in respect of Common Stock and otherwise preserve the economic interests of the HoldersStock. (b) When the Company executes and delivers a supplemental indenture pursuant to Section 10.12(a13.12(a), the Company shall promptly (i) deliver to the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent in this Second Lien Exchangeable Notes Indenture to such execution and delivery have been complied with, and (ii) an Opinion of Counsel that all conditions precedent to the execution and delivery of such supplemental indenture have been complied with, and (iii) mail notice thereof to each Holder at its last address appearing on the note register or to DTCSecond Lien Exchangeable Note Register. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the note register Second Lien Exchangeable Note Register provided for in this Second Lien Exchangeable Notes Indenture, within 60 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) Neither the Company nor AMC WeWork Inc. shall become a party to any Merger Event unless its terms are consistent with this Section 10.1213.12. None of the foregoing provisions shall affect the right of a Holder holder of Second Lien Exchangeable Notes to exchange its Second Lien Exchangeable Notes into shares of Common Stock as set forth in Section 10.03 13.03 prior to the effective time of such Merger Event. (d) The above provisions of this Section 10.12 13.12 shall similarly apply to successive Merger Events. (e) Notwithstanding the Exchange Rate adjustment provisions described in Sections 10.06(aSection 13.06(a) through (e), no adjustment to the Exchange Rate shall be made pursuant to such provisions in the event of any dividend, distribution, share split, share combination or issuance upon a Merger Event to which the provisions under this Section 10.12 13.12 apply.

Provision in Case of Merger Event. (a) In the event of: (i) any recapitalization, reclassification or change of the shares of Common Stock (other than a change only in par value or from par value to no par value or no par value to par value or solely as a result of a stock split or reverse stock split or subdivision or combination involving solely Common Stock that do not involve the issuance of any other series or class of securitiesStock); (ii) any consolidation, merger or combination involving AMCWeWork Inc.; (iii) any sale, lease or other transfer of the assets of AMC WeWork Inc. substantially as an entirety;; or (iv) any or binding statutory share exchange involving AMC; or (v) other similar eventexchange, in each case, as a result of which the shares of Common Stock are converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets (including cash) or any combination thereof (any such event, a “Merger Event”; ), then at the effective time of such Merger Event, the right to exchange each $1,000 exchange amount of Third Lien Exchangeable Notes being exchanged based on a number of shares of Common Stock equal to the Exchange Rate will be changed into a right to exchange such exchange amount based on the kind and such amount of shares of stock, other securities and/or or other property or assets (including cash), ) or any combination thereof that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately preceding such Merger Event would have owned or been entitled to receive (the “Reference Property”; ,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock would have owned or been entitled to receive on account of receive) upon such Merger Event), then (x) from ; and after the effective time of such Merger Event, notwithstanding anything to the contrary in this Indenture or the Notes, the right to exchange each $1,000 of Notes for a number of shares of Common Stock equal to the Exchange Rate will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article X (or in any related definitions) were instead a reference to the same number of units of Reference Property and (y) at or prior to the effective time of such Merger Event, the Company, AMC, any WeWork Inc. (or other Person that is becomes the surviving or transferee Person (if not AMC) “Successor Parent” pursuant to Section 5.01 as a result of such Merger Event Event) and (if applicable) any other issuer of securities constituting Reference Property, shall execute and deliver to the Trustee a supplemental indenture in accordance with Section 9.01 and this Section 10.12 providing for such change in the right to exchange each $1,000 exchange amount of Third Lien Exchangeable Notes; provided, however, that, at and after the effective time of such Merger Event (i) any amount payable in cash upon exchange of the Third Lien Exchangeable Notes as set forth under this Article X Section 13.03 hereof will continue to be payable in cash, subject to the adjustments contained in this Section 10.12, (ii) [reserved], any shares of Common Stock that the Company would have been required to deliver upon exchange of the Third Lien Exchangeable Notes as set forth under Section 13.03 hereof will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have owned or been entitled to receive in such Merger Event and (iii) the Daily VWAP and Common Equity VWAP will be calculated based on the value of any a unit of Reference Property that a holder of one share of Common Stock would have owned or portion thereof that consists of a class of common equity securities will be determined by reference been entitled to the definition of “Daily VWAP”, substituting, if applicable, the Bloomberg page for such class of securities receive in such definition, (iv) the Daily VWAP of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any unit of Reference Property or portion thereof that does not consist of a class of common equity securities, will be the fair value of such unit of Reference Property or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof) and (v) for purposes of the definition of “Fundamental Change” the term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference PropertyMerger Event. If the Merger Event causes a holder of Common Stock to own or receive more than a single type of consideration (determined based in part upon any form of shareholder election), then: (1) the amount and type of Reference Property that a holder of shares of Common Stock would have owned or been entitled to receive in such Merger Event (and for which the Third Lien Exchangeable Notes will be exchangeable) will be deemed to be the weighted average of the types and amounts of consideration actually owned or received by the holders of shares of Common Stock; and (2) the unit of Reference Property shall refer to the consideration referred to in clause (1) attributable to one share of Common Stock. The Company shall notify, in writing, the Holders, the Trustee and the Exchange Agent (if other than the Trustee) of the types and amounts of consideration (including such weighted average) comprising a unit of Reference Property as soon as practicable after such determination is made. If the unit holders of Reference Property consists entirely shares of Common Stock own or receive only cash in such Merger Event, then for all exchanges for which the Exchange Date occurs after the effective date of such Merger Event: (A) the consideration due upon exchange of Third Lien Exchangeable Notes thereafter shall be paid solely in cash in an amount equal to the product of (i) the quotient of (x) the exchange amount of the Third Lien Exchangeable Notes being exchanged on the Exchange Date divided by (y) $1,000, times (ii) the Exchange Rate in effect on the Exchange Date, times (iii) the amount price paid per share of cash constituting the unit of Reference PropertyCommon Stock in such Merger Event; and (B) the Company shall satisfy the Company’s exchange obligation by paying cash to converting Holders on the second Business Day immediately following the Exchange Date. Such supplemental indenture described in the first paragraph of this Section 10.12(a13.12(a) shall provide for anti-dilution and other adjustments, and covenants for protection of the interests of the Holders of Third Lien Exchangeable Notes, in respect of the Reference Property, and covenants Property that the Board of Directors of AMC shall reasonably determine in good faith to be as nearly equivalent as is practicable to the adjustments and covenants provided for in this Article X 13 in respect of Common Stock and otherwise preserve the economic interests of the HoldersStock. (b) When the Company executes and delivers a supplemental indenture pursuant to Section 10.12(a13.12(a), the Company shall promptly (i) deliver to the Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent in this Third Lien Exchangeable Notes Indenture to such execution and delivery have been complied with, and (ii) an Opinion of Counsel that all conditions precedent to the execution and delivery of such supplemental indenture have been complied with, and (iii) mail notice thereof to each Holder at its last address appearing on the note register or to DTCThird Lien Exchangeable Note Register. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the note register Third Lien Exchangeable Note Register provided for in this Third Lien Exchangeable Notes Indenture, within 60 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) Neither the Company nor AMC WeWork Inc. shall become a party to any Merger Event unless its terms are consistent with this Section 10.1213.12. None of the foregoing provisions shall affect the right of a Holder holder of Third Lien Exchangeable Notes to exchange its Third Lien Exchangeable Notes into shares of Common Stock as set forth in Section 10.03 13.03 prior to the effective time of such Merger Event. (d) The above provisions of this Section 10.12 13.12 shall similarly apply to successive Merger Events. (e) Notwithstanding the Exchange Rate adjustment provisions described in Sections 10.06(aSection 13.06(a) through (e), no adjustment to the Exchange Rate shall be made pursuant to such provisions in the event of any dividend, distribution, share split, share combination or issuance upon a Merger Event to which the provisions under this Section 10.12 13.12 apply.