Common use of Reference Property Clause in Contracts

Reference Property. In the case of any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision, combination or reclassification described in Section 7.6.1(a)), a consolidation, merger or combination involving Issuer, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer (or Issuer and its Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof will be changed into a right to convert such Note or portion thereof into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder would have received in respect of the Common Stock issuable upon conversion of such Note or portion thereof immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer shall make adequate provision whereby the Noteholders shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, shall be convertible from and after the effective date of the Reference Property Transaction. Any such determination by the Noteholders shall be subject to any limitations to which all holders of Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common Stock. The provisions of this Section 7.6.5 and any equivalent thereof in any Reference Property similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification reclassification, or change of the Class A Common Stock (other than changes resulting from a subdivision, combination or reclassification described in Section 7.6.1(a2(a)(1) or a Fundamental Transaction)), a consolidation, merger or combination involving Issuer, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer (or Issuer and its Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Class A Common Stock (but not the Warrants) would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert exercise each Note or portion thereof Warrant will be changed into a right to convert exercise such Note or portion thereof into Warrant Share for the kind and amount of shares of stock, other securities securities, or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder Holder would have received in respect of the Class A Common Stock issuable upon conversion exercise of such Note or portion thereof Warrants immediately prior to such Reference Property Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Warrant with respect to the rights and references herein interests thereafter of the Holder, to Common Stock the end that the provisions set forth in this Warrant shall thereafter also mean be applicable, as nearly as reasonably may be, in relation to such Reference Property. In the event that holders of Class A Common Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer the Company shall make adequate provision whereby the Noteholders Holders shall have a reasonable opportunity to determine the form of consideration into for which all of the NotesWarrants, treated as a single class, shall be convertible exercisable from and after the effective date time of the Reference Property Transaction. Any such election shall be made by the Majority Holders. Any such determination by the Noteholders Holders shall be subject to any limitations to which all holders of Class A Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Class A Common Stock. The provisions of this Section 7.6.5 2(d) and any equivalent thereof in any Reference Property such securities similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any Going Private Event or recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision, combination or reclassification described in Section 7.6.1(aSECTION 5(g)(i)(A)), a consolidation, merger or combination involving Issuerthe Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer the Company (or Issuer the Company and its Subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property "Transaction”"), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof Preferred Share will be changed into a right to convert such Note or portion thereof Preferred Share into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) (the “"Reference Property”") that a Noteholder Holder would have received in respect of the Common Stock issuable upon conversion of such Note or portion thereof Preferred Shares immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer the Company shall make adequate provision whereby the Noteholders Holders shall have a reasonable opportunity to determine the form of consideration into which all of the NotesPreferred Shares, treated as a single class, shall be convertible from and after the effective date of the Reference Property Transaction. For so long as the Fortress Investor Group owns a number of Preferred Shares equal to or greater than 50% of the Initial Preferred Share Amount, such determination shall be made by the Fortress Investor; thereafter, any such election shall be made by the Majority Holders. Any such determination by the Noteholders Holders shall be subject to any limitations to which all holders of Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common Stock. The provisions of this Section 7.6.5 SECTION 5(g)(v) and any equivalent thereof in any Reference Property such securities similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) The Company shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In Subject to the provisions of Section 6.1, in the case of any recapitalization, reclassification reclassification, or change of the Class A Common Stock (other than changes resulting from a subdivision, combination or reclassification described in Section 7.6.1(a5.5(a)(i)), a consolidation, or consolidation or merger or combination involving Issuer, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer (or Issuer and its Subsidiaries on a consolidated basis), or any statutory share exchangeCompany, in each case as a result of which the Class A Common Stock (but not the Series A Preferred Stock) would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof Preferred Share will be changed into a right to convert such Note or portion thereof Preferred Share into the kind and amount of shares of stock, other securities securities, or other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder Holder would have received in respect of the Class A Common Stock issuable upon conversion of such Note or portion thereof Preferred Shares (assuming, for this purpose, that any applicable Voting Trigger Redemption Option has been exercised) immediately prior to such Reference Property Transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions of this Certificate of Designation with respect to the rights and references herein interests thereafter of the holders of Series A Preferred Stock, to Common Stock the end that the provisions set forth in this Certificate of Designations shall thereafter also mean be applicable, as nearly as reasonably may be, in relation to such Reference Property. In the event that holders of Class A Common Stock have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer the Company shall make adequate provision whereby the Noteholders Holders shall have a reasonable opportunity to determine the form of consideration into which all of the NotesPreferred Shares, treated as a single class, shall be convertible from and after the effective date time of the Reference Property Transaction. Any such election shall be made by the Majority Holders. Any such determination by the Noteholders Holders shall be subject to any limitations to which all holders of Class A Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Class A Common Stock. The provisions of this Section 7.6.5 5.5(e) and any equivalent thereof in any Reference Property such securities similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision, subdivision or combination or reclassification described in Section 7.6.1(aArticle 27.6(f)(i)), a consolidation, merger or combination involving Issuerthe Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer the Company (or Issuer the Company and its Subsidiaries subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Stock Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof Series A Preferred Share will be changed into a right to convert such Note or portion thereof Series A Preferred Share into the kind and amount of shares of stock, other securities or securities, other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder holder of Series A Preferred Shares would have received in respect of the Common Stock Shares issuable upon conversion of such Note or portion thereof Series A Preferred Shares immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Stock Shares have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer the Company shall make adequate provision whereby the Noteholders holders of Series A Preferred Shares shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, Series A Preferred Shares shall be convertible from and after the effective date of the Reference Property Transaction. Any such determination by the Noteholders holders of Series A Preferred Shares shall be subject to any limitations to which all holders of Common Stock Shares are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common StockShares. The provisions of this Section 7.6.5 Article 27.6(f)(iii) and any equivalent thereof in any Reference Property such securities similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) The Company shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.

Reference Property. In the case of any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision, subdivision or combination or reclassification described in Section 7.6.1(aArticle 27.6(f)(i)), a consolidation, merger or combination involving Issuerthe Company, a sale, lease or other transfer to a third party of all or substantially all of the assets of Issuer the Company (or Issuer the Company and its Subsidiaries subsidiaries on a consolidated basis), or any statutory share exchange, in each case as a result of which the Common Stock Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any of the foregoing, a “Reference Property Transaction”), then, at the effective time of the Reference Property Transaction, the right to convert each Note or portion thereof Series A Preferred Share will be changed into a right to convert such Note or portion thereof Series A Preferred Share into the kind and amount of shares of stock, other securities or securities, other property or assets (including cash or any combination thereof) (the “Reference Property”) that a Noteholder holder of Series A Preferred Shares would have received in respect of the Common Stock Shares issuable upon conversion of such Note or portion thereof Series A Preferred Shares immediately prior to such Reference Property Transaction, and references herein to Common Stock shall thereafter also mean such Reference Property. In the event that holders of Common Stock Shares have the opportunity to elect the form of consideration to be received in the Reference Property Transaction, Issuer the Company shall make adequate provision whereby Americas 93504087 (2K) the Noteholders holders of Series A Preferred Shares shall have a reasonable opportunity to determine the form of consideration into which all of the Notes, treated as a single class, Series A Preferred Shares shall be convertible from and after the effective date of the Reference Property Transaction. Any such determination by the Noteholders holders of Series A Preferred Shares shall be subject to any limitations to which all holders of Common Stock Shares are subject, such as pro rata reductions applicable to any portion of the consideration payable in the Reference Property Transaction, and shall be conducted in such a manner as to be completed at approximately the same time as the time elections are made by holders of Common StockShares. The provisions of this Section 7.6.5 Article 27.6(f)(iii) and any equivalent thereof in any Reference Property such securities similarly shall apply to successive Reference Property Transactions. Issuer (and any successor thereto) The Company shall not become a party to any Reference Property Transaction unless its terms are in compliance with the foregoing.