Third-Party Tender or Exchange Offers. The Corporation may not enter into any agreement pursuant to which a third party may by tender or exchange offer acquire any shares of Class A Common Stock or Class B Common Stock unless the holders of (a) the Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of consideration on a per share basis as the holders of the Class B Common Stock would receive, or have the right to elect to receive, and (b) the Class B Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration and the same amount of consideration on a per share basis as the holders of the Class A Common Stock would receive, or have the right to elect to receive; provided, however, that shares of such classes may receive, or have the right to elect to receive, different or disproportionate consideration in connection with such tender or exchange offer in order to reflect the special rights, powers and privileges of the holders of shares of the Class B Common Stock under this Amended and Restated Certificate of Incorporation (which may include, without limitation, securities exchangeable for each share of Class B Common Stock having twenty (20) times the voting power of any securities exchangeable for each share of Class A Common Stock or any other share of stock then outstanding) or such other rights, powers, privileges or other terms that are no more favorable, in the aggregate, to the holders of the Class B Common Stock relative to the holders of the Class A Common Stock than those contained in this Amended and Restated Certificate of Incorporation.
Third-Party Tender or Exchange Offers. In case a Person other than the Company or its Subsidiaries makes a payment in respect of a tender offer or exchange offer (a “Third Party Offeror”) for any portion of the Company’s Common Stock in which, as of the Expiration Date, the Board of Directors does not recommend rejection of such offer, and only if (i) the number of shares acquired by the Third Party Offeror pursuant to such tender offer or exchange offer increases such Third Party Offeror’s ownership of Common Stock to more than twenty-five percent (25%) of the total shares of Common Stock outstanding and (ii) the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price, the Conversion Rate shall be adjusted by multiplying the Conversion Rate by a fraction:
