Common use of Reference Property Clause in Contracts

Reference Property. In the case of any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination described in Article 27.6(f)(i)), a consolidation, merger or combination involving the Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company (or the Company and its subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Transaction”), then, at the effective time of the Transaction, the right to convert each Series A Preferred Share will be changed into a right to convert such Series A Preferred Share into the kind and amount of shares of stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”) that a holder of Series A Preferred Shares would have received in respect of the Common Shares issuable upon conversion of such Series A Preferred Shares immediately prior to such Transaction. In the event that holders of Common Shares have the opportunity to elect the form of consideration to be received in the Transaction, the Company shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares shall have a reasonable opportunity to determine the form of consideration into which Series A Preferred Shares shall be convertible from and after the effective date of the Transaction. Any such determination by the holders of Series A Preferred Shares shall be subject to any limitations to which all holders of Common Shares are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common Shares. The provisions of this Article 27.6(f)(iii) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The Company shall not become a party to any Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification or change of the Common Shares (other than changes resulting from a subdivision or combination described in Article 27.6(f)(i)), a consolidation, merger or combination involving the Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company (or the Company and its subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Transaction”), then, at the effective time of the Transaction, the right to convert each Series A Preferred Share will be changed into a right to convert such Series A Preferred Share into the kind and amount of shares of stock, other securities, other property or assets (including cash or any combination thereof) (the “Reference Property”) that a holder of Series A Preferred Shares would have received in respect of the Common Shares issuable upon conversion of such Series A Preferred Shares immediately prior to such Transaction. In the event that holders of Common Shares have the opportunity to elect the form of consideration to be received in the Transaction, the Company shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares shall have a reasonable opportunity to determine the form of consideration into which Series A Preferred Shares shall be convertible from and after the effective date of the Transaction. Any such determination by the holders of Series A Preferred Shares shall be subject to any limitations to which all holders of Common Shares are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common Shares. The provisions of this Article 27.6(f)(iii) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The Company shall not become a party to any Transaction unless its terms are in compliance with the foregoing.

Reference Property. In Subject to the provisions of Section 6.1, in the case of any recapitalization, reclassification reclassification, or change of the Class A Common Shares Stock (other than changes resulting from a subdivision subdivision, combination or combination reclassification described in Article 27.6(f)(iSection 5.5(a)(i)), a consolidation, or consolidation or merger or combination involving the Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company (or the Company and its subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Class A Common Shares Stock (but not the Series A Preferred Stock) would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Transaction”), then, at the effective time of the Reference Transaction, the right to convert each Series A Preferred Share will be changed into a right to convert such Series A Preferred Share into the kind and amount of shares of stock, other securities, or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a holder of Series A Preferred Shares Holder would have received in respect of the Class A Common Shares Stock issuable upon conversion of such Series A Preferred Shares (assuming, for this purpose, that any applicable Voting Trigger Redemption Option has been exercised) immediately prior to such Reference Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Certificate of Designation with respect to the rights and interests thereafter of the holders of Series A Preferred Stock, to the end that the provisions set forth in this Certificate of Designations shall thereafter be applicable, as nearly as reasonably may be, in relation to such Reference Property. In the event that holders of Class A Common Shares Stock have the opportunity to elect the form of consideration to be received in the Reference Transaction, the Company shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares Holders shall have a reasonable opportunity to determine the form of consideration into which Series A all of the Preferred Shares Shares, treated as a single class, shall be convertible from and after the effective date time of the Reference Transaction. Any such election shall be made by the Majority Holders. Any such determination by the holders of Series A Preferred Shares Holders shall be subject to any limitations to which all holders of Class A Common Shares Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Class A Common SharesStock. The provisions of this Article 27.6(f)(iiiSection 5.5(e) and any equivalent thereof in any such securities similarly shall apply to successive Reference Transactions. The Company shall not become a party to any Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification or change of the Common Shares Stock (other than changes resulting from a subdivision subdivision, combination or combination reclassification described in Article 27.6(f)(iSection 7.6.1(a)), a consolidation, merger or combination involving the CompanyIssuer, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company Issuer (or the Company Issuer and its subsidiaries Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Shares Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Series A Preferred Share Note or portion thereof will be changed into a right to convert such Series A Preferred Share Note or portion thereof into the kind and amount of shares of stock, other securities, securities or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a holder of Series A Preferred Shares Noteholder would have received in respect of the Common Shares Stock issuable upon conversion of such Series A Preferred Shares Note or portion thereof immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Shares Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, the Company Issuer shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares Noteholders shall have a reasonable opportunity to determine the form of consideration into which Series A Preferred Shares all of the Notes, treated as a single class, shall be convertible from and after the effective date of the Reference Property Transaction. Any such determination by the holders of Series A Preferred Shares Noteholders shall be subject to any limitations to which all holders of Common Shares Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common SharesStock. The provisions of this Article 27.6(f)(iii) Section 7.6.5 and any equivalent thereof in any such securities Reference Property similarly shall apply to successive Reference Property Transactions. The Company Issuer (and any successor thereto) shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification reclassification, or change of the Class A Common Shares Stock (other than changes resulting from a subdivision subdivision, combination or combination reclassification described in Article 27.6(f)(iSection 2(a)(1) or a Fundamental Transaction)), a consolidation, merger or combination involving the Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company (or the Company and its subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Class A Common Shares Stock (but not the Warrants) would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Transaction”), then, at the effective time of the Reference Transaction, the right to convert exercise each Series A Preferred Share Warrant will be changed into a right to convert exercise such Series A Preferred Warrant Share into for the kind and amount of shares of stock, other securities, or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a holder of Series A Preferred Shares Holder would have received in respect of the Class A Common Shares Stock issuable upon conversion exercise of such Series A Preferred Shares Warrants immediately prior to such Reference Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Warrant with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Warrant shall thereafter be applicable, as nearly as reasonably may be, in relation to such Reference Property. In the event that holders of Class A Common Shares Stock have the opportunity to elect the form of consideration to be received in the Reference Transaction, the Company shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares Holders shall have a reasonable opportunity to determine the form of consideration into for which Series A Preferred Shares all of the Warrants, treated as a single class, shall be convertible exercisable from and after the effective date time of the Reference Transaction. Any such election shall be made by the Majority Holders. Any such determination by the holders of Series A Preferred Shares Holders shall be subject to any limitations to which all holders of Class A Common Shares Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Class A Common SharesStock. The provisions of this Article 27.6(f)(iiiSection 2(d) and any equivalent thereof in any such securities similarly shall apply to successive Reference Transactions. The Company shall not become a party to any Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any Going Private Event or recapitalization, reclassification or change of the Common Shares Stock (other than changes resulting from a subdivision subdivision, combination or combination reclassification described in Article 27.6(f)(iSECTION 5(g)(i)(A)), a consolidation, merger or combination involving the Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of the Company (or the Company and its subsidiaries Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Shares Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “"Transaction”"), then, at the effective time of the Transaction, the right to convert each Series A Preferred Share will be changed into a right to convert such Series A Preferred Share into the kind and amount of shares of stock, other securities, securities or other property or assets (including cash or any combination thereof) (the “"Reference Property”") that a holder of Series A Preferred Shares Holder would have received in respect of the Common Shares Stock issuable upon conversion of such Series A Preferred Shares immediately prior to such Transaction. In the event that holders of Common Shares Stock have the opportunity to elect the form of consideration to be received in the Transaction, the Company shall make adequate provision whereby Americas 93504087 (2K) the holders of Series A Preferred Shares Holders shall have a reasonable opportunity to determine the form of consideration into which Series A all of the Preferred Shares Shares, treated as a single class, shall be convertible from and after the effective date of the Transaction. For so long as the Fortress Investor Group owns a number of Preferred Shares equal to or greater than 50% of the Initial Preferred Share Amount, such determination shall be made by the Fortress Investor; thereafter, any such election shall be made by the Majority Holders. Any such determination by the holders of Series A Preferred Shares Holders shall be subject to any limitations to which all holders of Common Shares Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common SharesStock. The provisions of this Article 27.6(f)(iiiSECTION 5(g)(v) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The Company shall not become a party to any Transaction unless its terms are in compliance with the foregoing.