Common use of Debt or Asset Distributions Clause in Contracts

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Class A Common Stock evidences of indebtedness, shares of Capital Stock, securities (including securities convertible into or exchangeable for, directly or indirectly, Class A Common Stock), cash or other assets, including any dividend or distribution in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis) (excluding (A) any dividend or distribution referred to in clause (i) above, (B) any rights or warrants referred to in clause (iii) above, (C) any dividend or distribution paid exclusively in cash for an amount that is not in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis), (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred to in clause (v) below, and (E) any dividend of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of certain spin-off transactions as described below in this clause (iv)), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at the Close of Business on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 - FMV SP0 Where, SP0 = the Current Market Price per share of Class A Common Stock on such date. FMV = the cash (in the case of cash dividends or distributions giving rise to an adjustment, the amount of such cash dividends or distributions in excess of $1 million, in the aggregate) or fair market value of the portion of the distribution applicable to one share of Class A Common Stock on such date as reasonably determined in good faith by the Board of Directors. Notwithstanding the foregoing, if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, as reasonably determined in good faith by the Board of Directors, the Company shall be prohibited from making such dividend or distribution. In a “spin-off’, where the Company makes a distribution to all or substantially all holders of shares of Class A Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 + MPs Where, MP0 = the volume-weighted average of the Closing Prices of the Class A Common Stock over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution. MPS = the volume-weighted average of the Closing Prices of the Capital Stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock on such date as reasonably determined in good faith by the Board of Directors. Any adjustment pursuant to this clause (iv) (other than with respect to spin-off transactions as described above, which shall become effective as described therein) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution.

Debt or Asset Distributions. If the Company distributes to all or substantially all holders of shares of Class A Common Stock Shares evidences of indebtedness, shares of Capital Stockcapital stock, securities (including securities convertible into or exchangeable for, directly or indirectly, Class A Common Stock)securities, cash or other assets, including any dividend or distribution in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis) assets (excluding a distribution of rights or warrants (Aas to which an adjustment is effected solely under Section 8.1(g)), an issuance solely pursuant to a Reorganization Transaction (as to which Section 4.1(g) will apply), any dividend or distribution referred to in clause (iSection 8.1(b) above, (B) any rights or warrants referred to in clause (iii) above, (C) any dividend or distribution paid exclusively in cash for (as to which an amount that adjustment is not in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basiseffected solely under Section 4.1(f)), (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred (as to in clause (v) belowwhich an adjustment is effected solely under Section 4.1(e)), and (E) any dividend of shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of certain spin-off transactions as described below in this clause (iv)below), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at the Close of Business 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction: SP0 - – FMV SP0 Where, SP0 = the Current Market Price per share of Class A Common Stock Share on such date. FMV = the cash (in the case of cash dividends or distributions giving rise to an adjustment, the amount of such cash dividends or distributions in excess of $1 million, in the aggregate) or fair market value of the portion of the distribution applicable to one share of Class A Common Stock Share on such date as reasonably determined in good faith by the Board of Directors. Notwithstanding the foregoing; provided that, if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, as reasonably determined in good faith by lieu of the Board foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which such distribution is made to holders of DirectorsCommon Shares, for each Common Share issued upon conversion of the Note, the Company shall be prohibited from making amount of such dividend or distribution such Holder would have received had such holder owned a number of Common Shares equal to the Conversion Rate on the Ex-Date for such distribution. In a “spin-off’”, where the Company makes a distribution to all or substantially all holders of shares of Class A Common Stock Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such Common Shares issued upon conversion of the Note, the Conversion Price with respect to such share held by such Holder will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction: MP0 MP0 MP0+ MPs Where, MP0 = the volume-weighted average of the Closing Prices Daily VWAP of the Class A Common Stock Shares over the first 10 ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPS MPs = the volume-weighted average of the Closing Prices Daily VWAP of the Capital Stock capital stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock Share over the first 10 ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock Share on such date as reasonably determined in good faith by the Board of Directors. Any adjustment pursuant to this clause (iv) (other than with respect to spin-off transactions as described above, which shall become effective as described thereinSection 8.1(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this Section 8.1(d) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.