Common use of Reorganization Events Clause in Contracts

Reorganization Events. In the event of: (i) any consolidation or merger of the Company with or into another person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of the Company or another corporation); (ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distributions thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 14.

Reorganization Events. In the event of: (i1) any consolidation or merger of the Company with or into another person (other than a merger or consolidation in pursuant to which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger is changed into or consolidation are not exchanged for cash, securities or other property of the Company or another corporation)person; (ii2) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company Company, in each case pursuant to which holders of the Common Stock would be entitled to receive is converted into cash, securities or other property for their shares of Common Stockproperty; or (iii3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding reclassification of the Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or into other property for their shares of Common Stocksecurities; (each of which is referred to as a “Reorganization Event,” ”) each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereonon such Exchange Property, and without any right to dividends or distributions thereon distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent PersonPerson to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 12(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 1412.

Reorganization Events. In the event of: (i) any consolidation or merger of the Company Corporation with or into another person (other than a merger or consolidation in which the Company Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for for, or converted into, cash, securities or other property of the Company Corporation or another corporation); (ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common StockCorporation; or (iii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition) ), any reclassification or any binding share exchange which reclassifies or changes its outstanding Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event,” each share of the Convertible Preferred Designated Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders holders of the Convertible Preferred Designated Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and and, solely with respect to dividends or distributions described in Section 3(b) above, without any right to dividends or distributions distribution thereon which have a record date that is prior to the applicable Mandatory Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company Corporation consolidated or into which the Company Corporation merged or which merged into the Company Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent PersonPerson to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the Exchange Property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(a), the Exchange Property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Upon If the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Mandatory Conversion Date following follows a Reorganization Event, the Conversion Rate then in effect will be applied to the value amount on such the Mandatory Conversion Date of such securities, cash or other property Exchange Property received per share of Common Stock, as determined in accordance with this Section 149.

Reorganization Events. (a) In the event of: (i) any consolidation consolidation, amalgamation or merger of the Company with or into another person Person (other than a merger merger, amalgamation or consolidation in which the Company is the continuing or surviving corporation and in which the shares of Common Stock Subordinate Voting Shares outstanding immediately prior to the merger merger, amalgamation or consolidation are not exchanged for cash, securities or other property of the Company or another corporationPerson); (ii) any direct or indirect sale, transferlease, lease assignment, transfer or conveyance to another person of all or substantially all the property and assets of the Company Company’s consolidated property or assets; (iii) any reclassification of Subordinate Voting Shares into securities, including securities other than the Subordinate Voting Shares (other than changes in which holders of Common Stock would be entitled to receive cashpar value, securities if any, or other property for their shares of Common Stockresulting from a subdivision or combination); or (iiiiv) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock or pursuant to ); in each case, as a result of which the holders of Common Stock Subordinate Voting Shares would be entitled to receive cashconverted into, securities or exchanged for, securities, cash or other property for their shares of Common Stock; each of which is referred to as (each, a “Reorganization Event,” ”), each share of the Convertible Preferred Stock Purchase Contract outstanding immediately prior to such Reorganization Event willshall, without the consent of the Holders of the Convertible Preferred StockPurchase Contracts, become convertible into a contract to purchase the kind of securities, cash and/or other property that a holder of Subordinate Voting Shares would have been entitled to receive in connection with such Reorganization Event (such securities, cash and other property, the “Exchange Property” with each unit of Exchange Property being the kind and amount of securities, cash and other property (the “Exchange Property”) receivable Property that a holder of one Subordinate Voting Share would have received in such Reorganization Event) and, prior to or at the effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Purchase Contract Agent and the Trustees a supplemental agreement permitted under Section 9.01(iv) amending this Agreement and the Purchase Contracts to provide for such change in the right to settle the Purchase Contracts. For purposes of the foregoing, the type and amount of Exchange Property in the case of any Reorganization Event that causes the Subordinate Voting Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Subordinate Voting Shares. The Company shall notify the Purchase Contract Agent in writing of such weighted average as soon as practicable after such determination is made. The number of units of Exchange Property the Company shall deliver for each Purchase Contract settled following the effective date of such Reorganization Event shall be equal to the number of Subordinate Voting Shares that the Company would otherwise be required to deliver as determined based on the Fixed Settlement Rates then in effect on the applicable Determination Date, or such other settlement rates as provided herein (without any interest thereon, thereon and without any right to dividends or distributions thereon which have a record date that is Record Date prior to the applicable Conversion Determination Date) per share ). Each Fixed Settlement Rate shall be determined based upon the Applicable Market Value of Common Stock by a unit of Exchange Property that a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which one Subordinate Voting Share would have received in such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 14.

Reorganization Events. In the event of: (i) any consolidation or merger of the Company with or into another person (other than a merger or consolidation in pursuant to which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger is changed into or consolidation are not exchanged for cash, securities or other property of the Company or another corporation)person; (ii) any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company Company, in each case pursuant to which holders of the Common Stock would be entitled to receive is converted into cash, securities or other property for their shares of Common Stockproperty; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding reclassification of the Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or into other property for their shares of Common Stocksecurities; (each of which is referred to as a “Reorganization Event,” ”) each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereonon such Exchange Property, and without any right to dividends or distributions thereon distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a ““ Constituent PersonPerson ”), or an Affiliate of a Constituent PersonPerson to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 10(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 1410.

Reorganization Events. In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another person (other than Person, in each case, pursuant to which at least a merger or consolidation in which majority of the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger is changed or consolidation are not converted into, or exchanged for for, cash, securities or other property of the Company or another corporation)Person; (ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all a majority of the property and assets of the Company Company, in each case pursuant to which holders of the Common Stock would be entitled to receive is converted into cash, securities or other property for their shares of Common Stockproperty; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies reclassification, recapitalization or changes its outstanding reorganization of the Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cashinto other securities; (each, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event,” ”), each share of the Convertible Series B-1 Preferred Stock outstanding immediately prior to such Reorganization Event willshall, without the consent of the Holders of the Convertible Preferred Stockand subject to 12(d) and 13(b), remain outstanding but shall become convertible into the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, on such Exchange Property and without any right to dividends or distributions thereon which on such Exchange Property that have a record date that is prior to the applicable Conversion Date) per that the Holder of such share of Series B-1 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-1 Preferred Stock into the applicable number of shares of Common Stock by a holder immediately prior to the effective date of Common Stock the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on extent such Conversion Date Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash or and other property received per receivable on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this 12(a), the kind and amount of securities, cash and other property receivable on conversion following such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. For the avoidance of doubt, as determined in accordance with this Section 14if any Reorganization Event constitutes a Change of Control, the provisions of 9 shall also apply.

Reorganization Events. In the event of: (i1) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company Corporation with or into another person (other than a merger or consolidation Person, in each case, pursuant to which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to (but not the merger Series A Preferred Stock) is changed or consolidation are not converted into, or exchanged for for, cash, securities or other property of the Company Corporation or another corporation)person; (ii2) any sale, transfer, lease or conveyance to another person Person of all or substantially all the property and assets of the Company Corporation, in each case pursuant to which holders of the Common Stock would be entitled to receive (but not the Series A Preferred Stock) is converted into cash, securities or other property for their shares of Common Stockproperty; or (iii3) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies reclassification, recapitalization or changes its outstanding reorganization of the Common Stock or pursuant to which (but not the holders of Common Stock would be entitled to receive cashSeries A Preferred Stock) into other securities, securities or other property for their shares of Common Stock; (each of which is referred to as a “Reorganization Event,” ”), each share of the Convertible Series A Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders holders of the Convertible Series A Preferred StockStock and subject to Section 9(k), remain outstanding but shall become convertible into into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, on such Exchange Property and without any right to dividends or distributions thereon distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) per that the holder of such share of Series A Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series A Preferred Stock into the applicable number of shares of Common Stock by a immediately prior to the effective date of the Reorganization Event, assuming that such holder of Common Stock that is not a Person with which the Company Corporation consolidated or into which the Company Corporation merged or which merged into the Company Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied Person to the value on extent such Conversion Date Reorganization Event provides for different treatment of such Common Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash or and other property received per receivable upon such Reorganization Event is not the same for each share of Common StockStock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(j), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in accordance with good faith, of the types and amounts of consideration received by the holders of Common Stock. Any notice mailed as provided in this Section 14subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for repurchase shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock.

Reorganization Events. In the event of: (i) any reclassification, statutory exchange, merger, consolidation or merger other similar business combination of the Company with or into another person (other than Person, in each case, pursuant to which at least a merger or consolidation in which majority of the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger is changed or consolidation are not converted into, or exchanged for for, cash, securities or other property of the Company or another corporation)Person; (ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all a majority of the property and assets of the Company Company, in each case pursuant to which holders of the Common Stock would be entitled to receive is converted into cash, securities or other property for their shares of Common Stockproperty; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies reclassification, recapitalization or changes its outstanding reorganization of the Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cashinto other securities; (each, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event,” ”), each share of the Convertible Series B-2 Preferred Stock outstanding immediately prior to such Reorganization Event willshall, without the consent of the Holders of the Convertible Preferred Stockand subject to 12(d) and 1(b), remain outstanding but shall become convertible into the number, kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, on such Exchange Property and without any right to dividends or distributions thereon which on such Exchange Property that have a record date that is prior to the applicable Conversion Date) per that the Holder of such share of Series B-2 Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B-2 Preferred Stock into the applicable number of shares of Common Stock by a holder immediately prior to the effective date of Common Stock the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event; provided, that the foregoing shall not apply if such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person. Upon the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on extent such Conversion Date Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash or and other property received per receivable on such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof), then for the purpose of this 1(a), the kind and amount of securities, cash and other property receivable on conversion following such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. For the avoidance of doubt, as determined in accordance with this Section 14if any Reorganization Event constitutes a Change of Control, the provisions of 9 shall also apply.

Reorganization Events. In the event of: (i) any consolidation or merger of the Company Corporation with or into another person Person (other than a merger or consolidation in which the Company Corporation is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for for, or converted into, cash, securities securities, or other property of the Company Corporation or another corporation); (ii) any sale, transfer, lease or conveyance to another person Person of all or substantially all the property and assets of the Company in which holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common StockCorporation; or (iii) any statutory exchange of securities of the Company Corporation with another Person (other than in connection with a merger or acquisition) ), any reclassification or any binding share exchange which reclassifies or changes its outstanding Common Stock or pursuant to which the holders of Common Stock would be entitled to receive cash, securities or other property for their shares of Common Stock; each of which is referred to as a “Reorganization Event,” ”), each share of the Convertible Preferred Designated Stock outstanding immediately prior to such Reorganization Event will, without the consent of the Holders holders of the Convertible Preferred Designated Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) ), receivable in such Reorganization Event (without any interest thereon, and without any right and, solely with respect to dividends or distributions described in Section 3(b) above, without any right (in connection with such Reorganization Event) to dividends or distribution thereon which have a record date that is prior to the applicable Mandatory Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company Corporation consolidated or into which the Company Corporation merged or which merged into the Company Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent PersonPerson to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind and amount of Exchange Property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 9(a), the Exchange Property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). Upon If the conversion of any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Mandatory Conversion Date following follows a Reorganization Event, the Conversion Rate then in effect will be applied to the value amount on such the Mandatory Conversion Date of such securities, cash or other property Exchange Property received per share of Common Stock, as determined in accordance with this Section 149.

Reorganization Events. In the event of: of any (ia) any consolidation consolidation, merger, division, share exchange or merger other similar business combination of the Company Corporation with or into another person (other than a merger or consolidation Person, in each case, pursuant to which the Company is the continuing corporation and in which the shares of Voting Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for will be converted into cash, securities or other property of the Company Corporation or another corporation); (ii) any salePerson, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company in which holders of Common Stock would be entitled right to receive cash, securities or other property for their shares of Common Stock; or (iii) any statutory exchange of securities of the Company with Corporation or another Person, (b) sale, transfer, lease, conveyance or other disposition to another Person (other than in connection with a merger of all or acquisition) substantially all of the property or assets of the Corporation or any binding share exchange which reclassifies or changes of its outstanding Common Stock or subsidiaries, in each case, pursuant to which the holders of Voting Common Stock would will be entitled converted into cash, securities or other property of the Corporation or another Person, or the right to receive cash, securities or other property for their shares of the Corporation or another Person or (c) change, including by capital reorganization, reclassification or otherwise (other than a transaction resulting in an adjustment pursuant to Section 4.5), of the Voting Common Stock; each of which is referred to as Stock into any other securities (any such event, a “Reorganization Event,” ”), each share of Non-Voting Common Stock shall be treated in all respects in the Convertible Preferred same manner as the shares of Voting Common Stock, including by each holder of any shares of Non-Voting Common Stock being entitled to receive, at the same time as the holders of any shares of Voting Common Stock and on a pro rata basis with the holders of any shares of Voting Common Stock (based upon the number of shares of Voting Common Stock then outstanding immediately prior and the number of shares of Non-Voting Common Stock then outstanding), the same form and per share amount of cash, securities or other property that the holders of shares of Voting Common Stock receives or is entitled to receive; provided that (i) except as otherwise provided herein, no holder of any shares of Non-Voting Common Stock shall be entitled to vote any shares of Non-Voting Common Stock on such Reorganization Event will, without the consent and (ii) any securities into which any shares of the Holders of the Convertible Preferred Stock, become convertible Non-Voting Common Stock are converted into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable or exchanged for in such Reorganization Event shall (without any interest thereonA) be non-voting securities with substantially identical voting and conversion rights, privileges, preferences and without any right to dividends or distributions thereon which have a record date that is prior to limitations as the applicable Conversion Date) per share shares of Non-Voting Common Stock by a holder and (B) otherwise be treated in the same manner as the securities into which any shares of Voting Common Stock are converted into or exchanged for in such Reorganization Even (including through rights and provisions that is not a Person with which are substantially identical to those set forth in Sections 4.4, 4.5 and 4.8 and this Section 4.7) ((A) and (B), the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent PersonApplicable Requirements”), or an Affiliate of a Constituent Person. Upon the conversion of With respect to any Convertible Preferred Stock pursuant to Section 7 or Section 11 on each Conversion Date following a applicable Reorganization Event, the Conversion Rate then Corporation shall make appropriate provisions (in effect will be applied form and substance reasonably satisfactory to the value on such Conversion Date holders of such securities, cash or other property received per share a majority of the then outstanding shares of Non-Voting Common Stock) and take such actions necessary to ensure that the Applicable Requirements are satisfied. If, as determined with respect to any Reorganization Event, the holders of shares of Voting Common Stock have the right to elect the form of consideration to be received in such Reorganization Event, the holders of Non-Voting Common Stock shall be entitled to participate in such election on the same terms and subject to the same conditions, and in accordance with this Section 14the same procedures and pro ration mechanics, that apply with respect to the right of the holders of shares of Voting Common Stock to make any such election.