Common use of Exchange by Holders Clause in Contracts

Exchange by Holders. On the terms and subject to the conditions set forth herein, each Holder who is a member of the Stockholder Groups hereby agrees to exchange the number of shares of Industries Common Stock set forth opposite the name of such Holder under the heading "III Common Stock To Be Exchanged" on Annex I; provided that the number of shares of Industries Common Stock to be exchanged for shares of Micro Common Stock by each Holder that is a member of the Family Group shall be increased by an amount equal to the product of (a) the sum (the "Unexchanged Shares") of (x) the product of .7599 and the aggregate number of shares of Industries Common Stock set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Group identified under such heading who does not elect to participate in the Exchange pursuant to Section 2.4; and (y) the product of .7284 and the aggregate number of shares of Industries Common Stock acquired upon exercise after December 31, 1995 of options held as of December 31, 1995 as set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Optionholder Group who does not elect to participate in the Exchange pursuant to Section 2.4; and (b) a fraction (the "Holder's Fraction"), the numerator of which shall equal the number of shares of Industries Common Stock set forth opposite the name of such Holder that is a member of the Family Group under the heading "III Common Stock Owned" on Annex I and the denominator of which shall equal the total number of shares of Industries Common Stock set forth opposite the name of all Holders that are members of the Family Group under the heading "III Common Stock Owned" on Annex I. Except as otherwise determined by the Board of Directors of Industries, if the Exchange Securities of any Holder constitute less than 100% of such Holder's Industries Common Stock, the Exchange Securities of such Holder shall, to the extent practicable, consist of 90% of Class B common stock of Industries and 10% of Class A common stock of Industries.

Exchange by Holders. On the terms and subject to the conditions set forth herein, each Holder who is a member of the Stockholder Groups hereby agrees to exchange the number of shares of Industries Common Stock set forth opposite the name of such Holder under the heading "III Common Stock To Be Exchanged" on Annex I; provided that the number of shares of Industries Common Stock to be exchanged for shares of Micro Common Stock by each Holder that is a member of the Family Group shall be increased by an amount equal to the product of (a) the sum (the "Unexchanged Shares") of (x) the product of of .7599 and the aggregate number of shares of Industries Common Stock set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Group identified under such heading who does not elect to participate in the Exchange pursuant to Section 2.4; and (y) the product of .7284 and the aggregate number of shares of Industries Common Stock acquired upon exercise after December 31, 1995 of options held as of December 31, 1995 as set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Optionholder Group who does not elect to participate in the Exchange pursuant to Section 2.4; and (b) a fraction (the "Holder's Fraction"), the numerator of which shall equal the number of shares of Industries Common Stock set forth opposite the name of such Holder that is a member of the Family Group under the heading "III Common Stock Owned" on Annex I and the denominator of which shall equal the total number of shares of Industries Common Stock set forth opposite the name of all Holders that are members of the Family Group under the heading "III Common Stock Owned" on Annex I. Except as otherwise determined by the Board of Directors of Industries, if the Exchange Securities of any Holder constitute less than 100% of such Holder's Industries Common Stock, the Exchange Securities of such Holder shall, to the extent practicable, consist of 90% of Class B common stock of Industries and 10% of Class A common stock of Industries.