Common use of Reclassifications and Other Changes Clause in Contracts

Reclassifications and Other Changes. (a) Subject to Section 4.09(e), if any of the following events occur: (i) any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which Section 4.01(a) applies or conversion of Class B Common Stock into Class A Common Stock); (ii) any consolidation, merger or combination involving the Company; or (iii) any sale or conveyance to a third party of all or substantially all of the Company’s assets (each such event a “Reorganization Event”), in each case as a result of which the Class A Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”), then following the effective time of the Reorganization Event, the right to receive shares of Class A Common Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Class A Common Stock, a “Unit of Reference Property”). In the event holders of Class A Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, other than with respect to an Affiliate Change of Control Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Class A Common Stock in such Reorganization Event. (b) At any time from, and including, the effective time of a Reorganization Event: (i) if Full Physical Settlement applies upon exercise of a Warrant, the Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property; (ii) if Net Share Settlement applies upon exercise of a Warrant, the Net Share Amount per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 3.03(c), except that the Net Share Settlement Price used to determine such Net Share Amount on any Trading Day shall be the Unit Value for such Trading Day; (iii) the Company shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with Section 3.05 based on the Unit Value as of the Exercise Date; and (iv) the Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property. (c) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows: (i) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “Class A Common Stock” using procedures set forth in the definition of “Closing Sale Price” in Section 1.01; (ii) any other property (other than cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors (in a manner not materially inconsistent with the manner the Board of Directors valued such property for purposes of the Reorganization Event, if applicable) or by a an independent investment bank of national standing; and (iii) any cash included in such Unit of Reference Property shall be valued at the amount thereof. (d) On or prior to the effective time of any Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 4.09. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 4.09, the Company shall promptly file with the Warrant Agent an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment to be mailed to each Warrantholder, at its address appearing on the Warrant Register, within ten (10) Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment.

Reclassifications and Other Changes. (a) Subject to Section 4.09(e)3.03, if on and after the effective time of any consolidation, merger, reclassification, exchange, substitution, sale, lease or other transfer to a third party of the following events occur: (i) any reclassification or change consolidated assets of the Company substantially as an entirety or other event in which the previously outstanding shares of Common Stock shall be cancelled, reclassified or converted or changed into or exchanged for securities or other property (other than changes resulting from a subdivision including cash) or any combination to which Section 4.01(a) applies or conversion of Class B Common Stock into Class A Common Stock); (ii) any consolidation, merger or combination involving the Company; or (iii) any sale or conveyance to a third party of all or substantially all of the Company’s assets (each such event a “Reorganization Event”)thereof, in each case as that is not a result of which the Class A Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets Deemed Liquidation Event (including cash or any combination thereof) (the a “Reference PropertyFundamental Change”), then following the effective time of the Reorganization Event, the right to receive shares of Class A Common Stock upon exercise of a Warrant Warrantholder shall be changed to a right entitled to receive, upon exercise of such Warrant, the amount and kind of securities and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of one share of Class A Common Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Class A Common Stock, a the “Unit of Reference Property”)) as a result of such Fundamental Change if it held a number of shares of Common Stock equal to the number of shares of Common Stock that such Warrantholder would have received if such Warrant had been exercised immediately prior to such Fundamental Change. In the event holders of Class A Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, other than with respect to an Affiliate Change of Control EventFundamental Change, the type and amount of consideration Reference Property into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event Fundamental Change shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Class A Common Stock in such Reorganization EventFundamental Change. (b) At any time from, and including, In the effective time event of a Reorganization Event: (i) if Full Physical Settlement applies upon exercise of a Warrant, the Full Physical Share Amount per Warrant shall be equal to a single Unit of Reference Property; (ii) if Net Share Settlement applies upon exercise of a Warrant, the Net Share Amount per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 3.03(c), except that the Net Share Settlement Price used to determine such Net Share Amount on any Trading Day shall be the Unit Value for such Trading Day; (iii) the Company shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property or any fractional Warrant in accordance with Section 3.05 based on the Unit Value as of the Exercise Date; and (iv) the Closing Sale Price and the Current Market Price shall be calculated with respect to a Unit of Reference Property. (c) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows: (i) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “Class A Common Stock” using procedures set forth in the definition of “Closing Sale Price” in Section 1.01; (ii) any other property (other than cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors (in a manner not materially inconsistent with the manner the Board of Directors valued such property for purposes of the Reorganization Event, if applicable) or by a an independent investment bank of national standing; and (iii) any cash included in such Unit of Reference Property shall be valued at the amount thereof. (d) On or prior to the effective time of any Reorganization EventFundamental Change, the Company or the successor or purchasing Person, as the case may be, Successor Entity shall promptly execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units the amount and kind of Reference Property in accordance with the terms as a result of this Section 4.09. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors shall reasonably consider necessary by reason of the foregoingFundamental Change. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 4. If the Reference Property includes shares of stock or securities issued by a Person other than the Company or the Successor Entity, such other Person shall also execute such amendment to the Warrant Agreement. In the event the Company or the Successor Entity shall execute an amendment to this Warrant Agreement pursuant to this Section 4.094.07, the Company or the Successor Entity shall promptly file with the Warrant Agent an Officers’ Officer’s Certificate briefly stating the reasons therefor, the amount and kind or amount of cash, securities or property or asset that will comprise a Unit of Reference Property after issuable upon exercise of the relevant Reorganization EventWarrants, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company or the Successor Entity shall cause notice of such Fundamental Change and the execution of such amendment to be mailed to each Warrantholder, at its address appearing on the Warrant Register, within ten (10) 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment. (c) The above provisions of this Section 4.07 shall similarly apply to successive consolidations, mergers, reclassifications, exchanges, substitutions, sales, leases or other transfers or other events. (d) If this Section 4.07 applies to any event or occurrence, no other provision of this Article 4 with respect to anti-dilution adjustments (which for the avoidance of doubt, does not include the covenant set forth in Section 4.08) shall apply to such event or occurrence.