Common use of Shares of Class B Clause in Contracts

Shares of Class B. Common Stock acquired by a Participating Stockholder or the Corporation in accordance with Section 4.2 (individually, a “Purchaser”) hereof may be paid for, at the election of such Purchaser, in cash, shares of Class A Common Stock or a combination of such consideration as follows: (a) To the extent that such Purchaser elects that the price be paid in shares of Class A Common Stock, the number of shares of Class A Common Stock that shall be delivered in exchange shall be equal to the number of shares of Class B Common Stock to be exchanged; and (b) To the extent that such Purchaser elects that the price shall be paid in cash, the cash price for shares of Class B Common Stock shall be equal to the average of the last sale price of the shares of Class A Common Stock as reported on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the shares of Class A Common Stock may then be traded) on the 5 trading days preceding the date of the Offeror’s notice sent pursuant to Section 4.1 hereof, as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published) or such higher price as may have been specified in such notice.

Shares of Class B. Common Stock acquired by a Participating Stockholder or the Corporation in accordance with Section 4.2 (individually, a “Purchaser”) hereof may be paid for, at the election of such Purchaser, in cash, shares of Class A Common Stock or a combination of such consideration as follows: (a) To the extent that such Purchaser elects that the price be paid in shares of Class A Common Stock, the number of shares of Class A Common Stock that shall be delivered in exchange shall be equal to the number of shares of Class B Common Stock to be exchanged; and (b) To the extent that such Purchaser elects that the price shall be paid in cash, the cash price for shares of Class B Common Stock shall be equal to the average of the last sale price of the shares of Class A Common Stock as reported on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the shares of Class A Common Stock may then be traded) on the 5 trading days preceding the date of the Offeror’s notice sent pursuant to Section 4.1 hereof, : as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published) or such higher price as may have been specified in such notice.