Common use of Special Dividends; Purchase Rights Clause in Contracts

Special Dividends; Purchase Rights. (i) If at any time on or after the Initial Issue Date the Company shall distribute to all holders of shares of Common Stock of any class evidences of its indebtedness or assets (excluding any regular periodic cash dividend) or a distribution in partial liquidation, each payable otherwise than in shares of Common Stock or in securities to which the provisions of the immediately following subsection (e)(ii) are applicable, the Company shall pay to the Holder of this Warrant, upon the exercise hereof at any time on or after the payment of such dividend or distribution, the securities and other property (including cash) which such Holder would have received (together with all subsequent dividends and distributions thereon) if such Holder had exercised or converted this Warrant on the record date fixed in connection with such dividend or distribution, and the Company shall take whatever steps are necessary or appropriate to keep in reserve at all times any securities and other properties which are required to fulfill such obligations of the Company. Notwithstanding the foregoing, the rights of the Holder hereof under this subsection (e)(i) upon the Company's declaration of a dividend or distribution in partial liquidation payable only in securities convertible into shares of Common Stock may be exercised only in lieu of any adjustment (in this subsection (e) called a "subsection (d) adjustment") because of such dividend or distribution called for under subsection (d) of this Section 6, and upon exercise hereof such holder must elect (as indicated in the Subscription Form attached hereto) either such subsection (d) adjustment or the rights and benefits provided for in this subsection (e)(i). For the purposes of determining the Purchase Price from time to time in effect and the number of shares from time to time subject hereto prior to the exercise hereof, it shall be assumed that the Holder hereof will so elect subsection (d) adjustments, but upon any election of the rights and benefits provided for in this subsection (e)(i) made at the time of exercise hereof the Purchase Price then in effect (and the number of outstanding shares of Nonvoting Common Stock purchasable upon such exercise) shall be redetermined to equal the amounts which would have been in effect had such subsection (d) adjustments never been made. Notwithstanding the provisions of this subsection (e)(i), in no event shall any Holder have the right to receive, or to elect to receive, Voting Common Stock pursuant to this subsection if, as a result thereof, a "change of control" could be deemed to occur under that certain Indenture dated as of December 1, 1997 by and among the Company, the Subsidiary Guarantors (as defined therein) and United States Trust Company of New York, as Trustee, and, in lieu thereof, the Holder shall have the right to receive, or the right to elect to receive, an equivalent number of shares of Nonvoting Common Stock. (ii) If at any time on or after the date hereof the Company shall grant, issue, or sell any options or rights to purchase stock, warrants, securities, or other property pro rata to the holders of Common Stock of all classes ("Purchase Rights"), then each Holder shall be entitled (but not obligated) to acquire, in lieu of any subsection (d) adjustment in respect of and upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if it had held the number of shares of Nonvoting Common Stock purchasable upon exercise of the Warrants immediately prior to the time or times at which the Company granted, issued, or sold such Purchase Rights.

Special Dividends; Purchase Rights. (i) If at any time on or after the Initial Issue Date the Company shall distribute to all holders of shares of Aggregate Common Stock of any class evidences of its indebtedness or assets (excluding any regular periodic cash dividend) or a distribution in partial liquidation, each payable otherwise than in shares of Aggregate Common Stock or in securities to which the provisions of the immediately following subsection subparagraph (e)(ii) are applicable, the Company shall pay to the Holder of this WarrantNotes, upon the exercise hereof conversion thereof at any time on or after the payment of such dividend or distribution, the securities and other property (including cash) which such Holder would have received (together with all subsequent dividends and distributions thereon) if such Holder had exercised or converted this Warrant exchanged such Notes for Voting Common Stock on the record date fixed in connection with such dividend or distribution, and the Company shall take whatever steps are necessary or appropriate to keep in reserve at all times any securities and other properties which are required to fulfill such obligations of the Company. Notwithstanding the foregoing, the rights of the Holder hereof under this subsection subparagraph (e)(ie) (i) upon the Company's declaration of a dividend or distribution in partial liquidation payable only in securities convertible into shares of Aggregate Common Stock may be exercised only in lieu of any adjustment (in this subsection subparagraph (e) called a "subsection subparagraph (d) adjustment") because of such dividend or distribution called for under subsection subparagraph (d) of this Section 66.3, and upon exercise hereof hereof, such holder must elect (as indicated in the Subscription Form attached hereto) either such subsection subparagraph (d) adjustment or the rights and benefits provided for in this subsection subparagraph (e)(ie). For the purposes of determining the Purchase Price from time to time in effect and the number of shares from time to time subject hereto prior to the exercise hereof, it shall be assumed that the Holder hereof will so elect subsection (d) adjustments, but upon any election of the rights and benefits provided for in this subsection (e)(i) made at the time of exercise hereof the Purchase Price then in effect (and the number of outstanding shares of Nonvoting Common Stock purchasable upon such exercise) shall be redetermined to equal the amounts which would have been in effect had such subsection (d) adjustments never been made. Notwithstanding the provisions of this subsection (e)(i), in no event shall any Holder have the right to receive, or to elect to receive, Voting Common Stock pursuant to this subsection if, as a result thereof, a "change of control" could be deemed to occur under that certain Indenture dated as of December 1, 1997 by and among the Company, the Subsidiary Guarantors (as defined therein) and United States Trust Company of New York, as Trustee, and, in lieu thereof, the Holder shall have the right to receive, or the right to elect to receive, an equivalent number of shares of Nonvoting Common Stock. (ii) If at any time on or after the date hereof the Company shall grant, issue, or sell any options or rights to purchase stock, warrants, securities, or other property pro rata to the holders of Common Stock of all classes ("Purchase Rights"), then each Holder shall be entitled (but not obligated) to acquire, in lieu of any subsection (d) adjustment in respect of and upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if it had held the number of shares of Nonvoting Common Stock purchasable upon exercise of the Warrants immediately prior to the time or times at which the Company granted, issued, or sold such Purchase Rights.

Special Dividends; Purchase Rights. (i) If at any time on or after the Initial Issue Date the Company shall distribute to all holders of shares of Aggregate Common Stock of any class evidences of its indebtedness or assets (excluding any regular periodic cash dividend) or a distribution in partial liquidation, each payable otherwise than in shares of Aggregate Common Stock or in securities to which the provisions of the immediately following subsection subparagraph (e)(ii) are applicable, the Company shall pay to the Holder of this WarrantNotes, upon the exercise hereof conversion thereof at any time on or after the payment of such dividend or distribution, the securities and other property (including cash) which such Holder would have received (together with all subsequent dividends and distributions thereon) if such Holder had exercised or converted this Warrant exchanged such Notes for Voting Common Stock on the record date fixed in connection with such dividend or distribution, and the Company shall take whatever steps are necessary or appropriate to keep in reserve at all times any securities and other properties which are required to fulfill such obligations of the Company. Notwithstanding the foregoing, the rights of the Holder hereof under this subsection subparagraph (e)(ie) (i) upon the Company's declaration of a dividend or distribution in partial liquidation payable only in securities convertible into shares of Aggregate Common Stock may be exercised only in lieu of any adjustment (in this subsection subparagraph (e) called a "subsection subparagraph (d) adjustment") because of such dividend or distribution called for under subsection subparagraph (d) of this Section 66.3, and upon exercise hereof hereof, such holder must elect (as indicated in the Subscription Form attached hereto) either such subsection subparagraph (d) adjustment or the rights and benefits provided for in this subsection subparagraph (e)(ie) (i). For the purposes of determining the Purchase Exchange Price from time to time in effect and the number of shares from time to time subject hereto prior to the exercise hereofexchange of Notes, it shall be assumed that the Holder hereof will so elect subsection subparagraph (d) adjustments, but upon any election of the rights and benefits provided for in this subsection subparagraph (e)(i) made at the time of exercise hereof the Purchase Exchange Price then in effect (and the number of outstanding shares of Nonvoting Series A Voting Preferred Stock and Voting Common Stock purchasable upon such exerciseexchange) shall be redetermined to equal the amounts which would have been in effect had such subsection subparagraph (d) adjustments never been made. Notwithstanding the provisions of this subsection subparagraph (e)(i), in no event shall any Holder have the right to receive, or to elect to receive, Voting Common Stock pursuant to this subsection if, as a result thereof, a "change of control" could be deemed to occur under that certain Indenture dated as of December 1, 1997 by and among the Company, the Subsidiary Guarantors (as defined therein) and United States Trust Company of New York, as TrusteeIndenture, and, in lieu thereof, the Holder shall have the right to receive, or the right to elect to receive, an equivalent number of shares of Nonvoting Common Stock. (ii) If at any time on or after the date hereof Issue Date the Company shall grant, issue, or sell any options or rights to purchase stock, warrants, securities, or other property pro rata to the holders of Aggregate Common Stock of all classes ("Purchase Rights"), then each Holder shall be entitled (but not obligated) to acquire, in lieu of any subsection subparagraph (d) adjustment in respect of and upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if it had held the number of shares of Nonvoting Voting Common Stock purchasable issuable upon exercise exchange of the Warrants Notes for Voting Common Stock immediately prior to the time or times at which the Company granted, issued, or sold such Purchase Rights.

Special Dividends; Purchase Rights. (i) If at any time on or after the Initial Issue Date the Company shall distribute to all holders of shares of Common Stock of any class evidences of its indebtedness or assets (excluding any regular periodic cash dividend) or a distribution in partial liquidation, each payable otherwise than in shares of Common Stock or in securities to which the provisions of the immediately following subsection (e)(ii) are applicable, the Company shall pay to the Holder of this Warrant, upon the exercise hereof at any time on or after the payment of such dividend or distribution, the securities and other property (including cash) which such Holder would have received (together with all subsequent dividends and distributions thereon) if such Holder had exercised or converted this Warrant on the record date fixed in connection with such dividend or distribution, and the Company shall take whatever steps are necessary or appropriate to keep in reserve at all times any securities and other properties which are required to fulfill such obligations of the Company. Notwithstanding the foregoing, the rights of the Holder hereof under this subsection (e)(i) upon the Company's declaration of a dividend or distribution in partial liquidation payable only in securities convertible into shares of Common Stock may be exercised only in lieu of any adjustment (in this subsection (e) called a "subsection (d) adjustment") because of such dividend or distribution called for under subsection (d) of this Section 6, and upon exercise hereof such holder must elect (as indicated in the Subscription Form attached hereto) either such subsection (d) adjustment or the rights and benefits provided for in this subsection (e)(i). For the purposes of determining the Purchase Price from time to time in effect and the number of shares from time to time subject hereto prior to the exercise hereof, it shall be assumed that the Holder hereof will so elect subsection (d) adjustments, but upon any election of the rights and benefits provided for in this subsection (e)(i) made at the time of exercise hereof the Purchase Price then in effect (and the number of outstanding shares of Nonvoting Common Stock purchasable upon such exercise) shall be redetermined to equal the amounts which would have been in effect had such subsection (d) adjustments never been made. Notwithstanding the provisions of this subsection (e)(i), in no event shall any Holder have the right to receive, or to elect to receive, Voting Common Stock pursuant to this subsection if, as a result thereof, a "change of control" could be deemed to occur under that certain Indenture dated as of December 1, 1997 by and among the Company, the Subsidiary Guarantors (as defined therein) and United States Trust Company of New York, as Trustee, and, in lieu thereof, the Holder shall have the right to receive, or the right to elect to receive, an equivalent number of shares of Nonvoting Common Stock. (ii) If at any time on or after the date hereof the Company shall grant, issue, issue or sell any options or rights to purchase stock, warrants, securities, securities or other property pro rata to the holders of Common Stock of all classes ("Purchase Rights"), then each Holder shall be entitled (but not obligated) to acquire, in lieu of any subsection (d) adjustment in respect of and upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if it had held the number of shares of Nonvoting Common Stock purchasable upon exercise of the Warrants immediately prior to the time or times at which the Company granted, issued, issued or sold such Purchase Rights.