Common use of Certain Additional Agreements Clause in Contracts

Certain Additional Agreements. (a) Except in connection with a Sale permitted by this Agreement, a Holder and, to the extent such Holder is a member of a Holder Group, each member of such Holder Group shall at all times hold all shares of Non-Voting Capital Stock and Class B Common Stock beneficially and of record in such Holder’s name, and shall not hold any such shares through any nominee or broker. (b) For all purposes under this Agreement, a share of “Non-Voting Capital Stock,” as of a given date of determination, shall be deemed to constitute (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting Capital Stock Dividend, and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause (ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination. (c) It is the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split, distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold (other than pursuant to a Transfer in accordance with Section 3) unless the required ratio of shares of Class B Common Stock to the Number of Non-Voting Shares is not exceeded. If additional securities are so received, the required ratio of Class B Common Stock to such shares of Non-Voting Capital Stock for purposes of this Agreement (including Sections 2(a), 2(c), 3(a), and 3(b)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock Dividend, one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require each Holder to hold at least three shares of Non-Voting Capital Stock for each share of Class B Common Stock). (d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no member of the Holder Group shall take any action that, in the reasonable, good faith determination of the Company, is contrary to the purpose of this Agreement.

Certain Additional Agreements. (a) Except in connection with a Sale permitted by this Agreement, a Holder and, to the extent such Holder is a member of a Holder Group, each member of such Holder Group shall at all times hold all shares of Non-Voting Capital Stock and Class B Common Stock beneficially and of record in such Holder’s name, and shall not hold any such shares through any nominee or broker. (b) For all purposes under this Agreement, a share of “Non-Voting Capital Stock,” as of a given date of determination, shall be deemed to constitute (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting Capital Stock Dividend, determination and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause (ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination. (c) It is the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split, distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold (other than pursuant to a Transfer in accordance with Section 3) unless the required ratio of shares of Class B Common Stock to the Number of Non-Voting Shares is not exceeded. If additional securities are so received, the required ratio of Class B Common Stock to such shares of Non-Voting Capital Stock for purposes of this Agreement (including Sections 2(a), 2(c), 3(a), and 3(b)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock DividendEffective Time, one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require each Holder to hold at least three shares of Non-Voting Capital Stock for each share of Class B Common Stock). (d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no member of the Holder Group shall take any action that, in the reasonable, good faith determination of the Company, is contrary to the purpose of this Agreement.

Certain Additional Agreements. (a) Except in connection with a Sale permitted by this Agreement, a Holder and, to the extent such Holder is a member of a Holder Group, each member of such Holder Group shall at all times hold all shares of Non-Voting Capital Stock and Class B Common Stock shall at all times be owned beneficially and of record in such Holder’s name, only by the Holder Group and shall not hold any such shares be held through any nominee or broker. (b) For all purposes under this AgreementAgreement (other than Section 6), a share of “Non-Voting Capital Stock,” as of a given date of determination, shall be deemed to constitute include only (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting Capital Stock Dividend, and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause (ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination. (c) It is the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split, distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold (other than pursuant to a Transfer in accordance with Section 3) unless the required ratio of shares of the Class B Common Stock Share Difference to the Number of Non-Voting Shares Share Difference is not exceededsatisfied. If additional securities are so received, the required ratio of the Class B Common Stock Share Difference to such shares of Non-Voting Capital Stock Share Difference for purposes of this Agreement (including Sections 2(a), ) and 2(c), 3(a), and 3(b)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock DividendDividend and prior to the Trigger Date, one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require each Holder the Class B Share Difference to hold at least three shares not be less than one fifth (1/5) of the Non-Voting Share Difference, or, if after the Trigger Date one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified so that the “Trigger Date” becomes the date on which such distribution occurs and from and after such new Trigger Date the required ratio of the Class B Share Difference to the Non-Voting Share Difference shall be not less than one fifth (1/5)). (d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no member of the Holder Group shall take any action that, in the reasonable, good faith determination of the Company, is contrary to the purpose of this Agreement.

Certain Additional Agreements. (a) Except in connection with a Sale permitted by this Agreement, a Holder and, to the extent such Holder is a member of a Holder Group, each member of such Holder Group shall at all times hold all shares of Non-Voting Capital Stock and Class B Common Stock beneficially and of record in such Holder’s name, and shall not hold any such shares through any nominee or broker. (b) For all purposes under this Agreement, a share of “Non-Voting Capital Stock,” as of a given date of determination, shall be deemed to constitute (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting Capital Stock Dividend, determination and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause (ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination. (c) It is the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split, distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold (other than pursuant to a Transfer in accordance with Section 3) unless the required ratio of shares of Class B Common Stock to the Number of Non-Voting Shares is not exceeded. If additional securities are so received, the required ratio of Class B Common Stock to such shares of Non-Voting Capital Stock for purposes of this Agreement (including Sections 2(a), 2(c), 3(a), and 3(b)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock DividendEffective Time, one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require each Holder to hold at least three shares of Non-Voting Capital Stock for each share of Class B Common Stock). (d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no member of the Holder Group shall take any action that, in the reasonable, good faith determination of the Company, is contrary to the purpose of this Agreement.

Certain Additional Agreements. (a) Except in connection with a Sale permitted by this Agreement, a Holder and, to the extent such Holder is a member of a Holder Group, each member of such Holder Group shall at all times hold all shares of Non-Voting Capital Stock and Class B Common Stock beneficially and of record in such Holder’s name, and shall not hold any such shares through any nominee or broker. (b) For all purposes under this Agreement, a share of “Non-Voting Capital Stock,” as of a given date of determination, shall be deemed to constitute (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting Capital Stock Dividend, and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause (ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination. (c) It is the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split, distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold (other than pursuant to a Transfer in accordance with Section 3) unless the required ratio of shares of Class B Common Stock to the Number of Non-Voting Shares is not exceeded. If additional securities are so received, the required ratio of Class B Common Stock to such shares of Non-Voting Capital Stock for purposes of this Agreement (including Sections 2(a), 2(c), 3(a), and 3(b)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock Dividend, one additional share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require each Holder to hold at least three shares of Non-Voting Capital Stock for each share of Class B Common Stock). (d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no member of the Holder Group shall take any action that, in the reasonable, good faith determination of the Company, is contrary to the purpose of this Agreement.