Common use of Reorganization Events Clause in Contracts

Reorganization Events. (a) In the event that there occurs: (i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Class A Common Stock will be converted into cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company; (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of another Person (other than in connection with a consolidation, merger or other business combination); (any such event specified in this Section 10(a), a “Reorganization Event”); each share of Series A-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Holders into the kind of securities, cash and other property receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive upon conversion shall be deemed to be the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basis. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Class A Common Stock is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization, recapitalization or reorganization of the Class A Common Stock into other securities; (each of which is referred to as a “Reorganization Event” and the cash, securities including securities or other than property into which the Class A Common Stock; or Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (iv1) share of Class A Common Stock would be entitled to receive on account of such Reorganization Event (without giving effect to any statutory exchange arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders, each share of Series B-2 Preferred Stock will remain outstanding (unless converted in accordance with Section 11(d)) and (I) the consideration due upon conversion of any Series B-2 Preferred Stock will be determined in the same manner as if each reference to any number of shares of Class A Common Stock in Section 10 or in this Section 11, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (II) for securities purposes of another Person Sections 6 and 7, each reference to any number of shares of Class A Common Stock in such Sections (other than or in connection with any related definitions) will instead be deemed to be a consolidation, merger or other business combinationreference to the same number of Exchange Property Units (and the terms of any conversion shall be based upon the Original Issue Price at the time of such subsequent conversion); and (III) other references to “Class A Common Stock” shall refer to the Exchange Property with appropriate adjustment to preserve, to the greatest extent possible (so long as there is no detrimental effect to the Company), the economic and other rights in respect of the Series B-2 Preferred Stock granted by this Certificate of Designations and the Investment Agreement; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such event specified in this Section 10(a)Person, a “Reorganization EventConstituent Person”); each share , or an Affiliate of Series A-1 Preferred Stock outstanding immediately prior a Constituent Person, to the extent such Reorganization Event shall, without the consent provides for different treatment of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Holders into Class A Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Class A Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 11(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. 1. Unless it is a Change of Control and the Corporation complies with its obligations under Section (aA) In of Article VIII to redeem the event that Series A Preferred Stock, if there occurs: (ia) any consolidationreclassification, merger statutory exchange, merger, amalgamation, consolidation or other similar business combination of the Company Corporation with or into another Person, in each case case, pursuant to which the Class A Common Stock will be is changed or converted into into, or exchanged for, or represent solely the right to receive, cash, securities or other property of the Company or another Personproperty; (iib) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company; (iii) any reclassificationCorporation, recapitalization, or reorganization in each case pursuant to which the shares of the Class A Common Stock are converted into cash, securities including securities or other than the Class A Common Stockproperty; or (ivc) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Corporation with another Person (other than in connection with a consolidation, merger or amalgamation covered by Section I(1)(a) of this Article IX) or reclassification, recapitalization or reorganization of the shares of Common Stock into other business combination); securities, (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event,” with such cash, securities or other property being referred to as “Reference Property” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Reorganization Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property and without any interest on such Reference Property or any right to any dividend or distribution on such Reference Property that has a record date that is prior to the effective time of such Reorganization Event) being referred to as a “Reference Property Unit”)) then, effective as of the effective time (or consummation, if applicable) of such Reorganization Event, without the requirement of any action by or receipt of any consent from any Holder of shares of Series A Preferred Stock (but subject to the terms and conditions of Section (I)(2) of this Article IX), (I) the consideration due upon conversion of any share of Series A Preferred Stock, the adjustments to the Conversion Price, the determination of the amount and kind of Participating Dividends that Holders of Series A Preferred Stock will be entitled to receive, and the conditions to any Mandatory Conversion, will each be determined in the same manner as if each reference to any number of shares of Common Stock in this Certificate of Designation were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Change of Control,” the “Capital Stock” of the Corporation will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, the Closing Price or VWAP of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Corporation (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If such Reorganization Event provides for different treatment of shares of Common Stock held by Affiliates of the Corporation and non-Affiliates or by the Person with which the Corporation amalgamated or consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, then the composition of the Reference Property Unit will be determined based on the cash, securities or other property that were distributed in such Reorganization Event to holders of shares of Common Stock that are not Constituent Persons or Affiliates of the Corporation or Constituent Persons. In addition, if the kind or amount of cash, securities or other property receivable upon a Reorganization Event is not the same for each share of Series A-1 Preferred Common Stock outstanding held immediately prior to such Reorganization Event shall, without the consent of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Holders into the kind of securities, cash and other property receivable in such Reorganization Event by a holder (Person other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate of such other partythe Corporation or a Constituent Person, then for the purpose of this Section (I) of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other propertyArticle IX, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders composition of the shares Reference Property Unit will be determined based on the weighted average, as determined by the Corporation in good faith, of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive upon conversion shall be deemed to be the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that If there occurs: (i1) any consolidationreclassification, merger statutory exchange, merger, amalgamation, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which the Class Common Shares (but not the Series A Common Stock will be Preference Shares) are changed or converted into into, or exchanged for, or represent solely the right to receive, cash, securities or other property of the Company or another Personproperty; (ii2) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company; , in each case pursuant to which the Common Shares (iiibut not the Series A Preference Shares) any reclassificationare converted into cash, recapitalization, securities or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stockproperty; or (iv3) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or amalgamation) or reclassification, recapitalization or reorganization of the Common Shares (but not the Series A Preference Shares) into other business combination); securities, (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); each share of Series A-1 Preferred Stock outstanding immediately prior to ,” and such Reorganization Event shallcash, without the consent of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Holders into the kind of securities, cash and other property receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event securities or an Affiliate of such other party) of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) ,” and the kind and amount of Exchange Property that a holder of one Common Share would be entitled to receive on account of such Reorganization Event (without interest on giving effect to any arrangement not to issue fractional shares of securities or other property), an “Exchange Property Unit”), then, at the effective time of such Reorganization Event, without the consent of the holders of Series A Preference Shares and subject to Section 9(j), (x) the consideration due upon conversion of the Series A Preference Shares, the adjustments to the Conversion Rate and the determination of the kind and amount of Participating Dividends that holders of Series A Preference Shares will be entitled to receive, will be determined in the same manner as if each reference to any number of Common Shares in this Series A Certificate were instead a reference to the same number of Exchange Property Units; (y) for purposes of the definition of “Fundamental Change,” the term “Common Shares” will be deemed to mean the common equity, if any, forming part of such Exchange Property; and (z) the VWAP or Closing Price of any Exchange Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Exchange Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). . If such Reorganization Event provides for different treatment of Common Shares held by Affiliates of the Company and non-Affiliates or by the Person with which the Company amalgamated or consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (b) In any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, then the event composition of the Exchange Property and the Exchange Property Unit will be determined based on the cash, securities or other property that were distributed in such Reorganization Event to holders of Common Shares that are not Constituent Persons or Affiliates of the shares Company or Constituent Persons. In addition, if the kind or amount of Class A cash, securities or other property receivable upon a Reorganization Event is not the same for each Common Stock have Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate of the opportunity to elect Company or a Constituent Person, then for the form purpose of consideration to be received in such transactionthis Section 9(i), the consideration that composition of the Holders are entitled to receive upon conversion shall Exchange Property and the Exchange Property Unit will be deemed to be determined based on the weighted average, as determined by the Company in good faith, of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisShares. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, amalgamation, scheme of arrangement, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be total voting power of the Voting Shares of the Company is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company;, in each case pursuant to which the Common Shares are converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Shares into other business combination)securities; (other than, in each case, any such event specified in this transaction that constitutes a Fundamental Change, with respect to which, for the avoidance of doubt, the provisions of Section 10(a), 9 shall apply (each of which is referred to as a “Reorganization Event”); , each share of Series A-1 A Preferred Stock Share outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders thereof and subject to Section 10(f12(d) and Section 13(b), remain outstanding but shall become convertibleconvertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the Holder of such Series A Preferred Share would have received in such Reorganization Event had such Holder converted its Series A Preferred Shares into the applicable number of Common Shares immediately prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference applicable at the option time of such subsequent conversion; provided that the Holders foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company amalgamated or merged or which amalgamated with or merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Shares held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each Common Share held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 12(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisShares. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other business combination)securities; (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); each ” and the cash, securities or other property into which the Common Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (1) share of Series A-1 Preferred Common Stock outstanding immediately prior would be entitled to receive on account of such Reorganization Event shall(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders thereof Holders, each share of Series A Preferred Stock will remain outstanding (unless converted in accordance with Section 11(d)) and subject (I) the consideration due upon conversion of any Series A Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in Section 10(f10 or in this Section 11, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (II) for purposes of Sections 6 and 7, each reference to any number of shares of Common Stock in such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units (and the terms of any conversion shall be based upon the Liquidation Value and Accrued Dividends at the time of such subsequent conversion); (III) for purposes of the definition of “Change of Control” and related concepts, the term “Common Stock” will be deemed to mean the common equity (including depositary receipts representing common equity), remain outstanding but if any, forming part of such Exchange Property; and (IV) other references to “Common Stock” shall become convertiblerefer to the Exchange Property with appropriate adjustment to preserve, at to the option greatest extent possible (so long as there is no detrimental effect to the Company), the economic and other rights in respect of the Holders Series A Preferred Stock granted by this Certificate of Designations and the Investment Agreement; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 11(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i1) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company Corporation with or into another Person, in each case case, pursuant to which the Class Series A Common Preferred Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company Corporation or another Personperson; (ii2) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company; (iii) any reclassificationCorporation, recapitalizationin each case pursuant to which the Series A Preferred Stock is converted into cash, securities or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stockproperty; or (iv3) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Corporation with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Series A Preferred Stock into other business combination); securities, (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); , each share of Series A-1 B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders thereof holders of Series B Preferred Stock and subject to Section 10(f9(b), remain outstanding but shall become convertibleconvertible into, at out of funds legally available therefor, the option number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such holder converted its share of Series B Preferred Stock into the applicable number of shares of Series A Preferred Stock immediately prior to the effective date of the Holders Reorganization Event, assuming that such holder is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Series A Preferred Stock held by Affiliates of the Corporation and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Series A Preferred Stock held immediately prior to such Reorganization Event by a holder (Person other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof, then for the purpose of such other party) this Section 9(j), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on property receivable upon such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive upon conversion shall Reorganization Event will be deemed to be the weighted average, as determined by the Corporation in good faith, of the types and amounts of consideration received by a majority of the holders of Common Stock. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the shares of Class A Common Stock that make an affirmative election; providedholder receives such notice, howeverbut failure duly to give such notice by mail, thator any defect in such notice or in the mailing thereof, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the any holder of shares of Series A-1 B Preferred Stock will be subject to such adjustments on an as-converted basis. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice designated for repurchase shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion validity of the proceedings for the redemption of any other shares of Series A-1 B Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10Stock.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Class A Common Stock is converted into cash, securities or other property; or (iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or reclassification, recapitalization, recapitalization or reorganization of the Class A Common Stock into other securities; (each of which is referred to as a “Reorganization Event” and the cash, securities including securities or other than property into which the Class A Common Stock; or Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (iv1) share of Class A Common Stock would be entitled to receive on account of such Reorganization Event (without giving effect to any statutory exchange arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders, each share of Series A Preferred Stock will remain outstanding (unless converted in accordance with Section 11(d)) and (I) the consideration due upon conversion of any Series A Preferred Stock will be determined in the same manner as if each reference to any number of shares of Class A Common Stock in Section 10 or in this Section 11, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (II) for securities purposes of another Person Sections 6 and 7, each reference to any number of shares of Class A Common Stock in such Sections (other than or in connection with any related definitions) will instead be deemed to be a consolidation, merger or other business combinationreference to the same number of Exchange Property Units (and the terms of any conversion shall be based upon the Original Issue Price at the time of such subsequent conversion); and (III) other references to “Class A Common Stock” shall refer to the Exchange Property with appropriate adjustment to preserve, to the greatest extent possible (so long as there is no detrimental effect to the Company), the economic and other rights in respect of the Series A Preferred Stock granted by this Certificate of Designations and the Investment Agreement; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such event specified in this Section 10(a)Person, a “Reorganization EventConstituent Person”); each share , or an Affiliate of Series A-1 Preferred Stock outstanding immediately prior a Constituent Person, to the extent such Reorganization Event shall, without the consent provides for different treatment of the Holders thereof and subject to Section 10(f), remain outstanding but shall become convertible, at the option of the Holders into Class A Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Class A Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 11(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other business combination)securities; (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); each ” and the cash, securities or other property into which the Common Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (1) share of Series A-1 Preferred Common Stock outstanding immediately prior would be entitled to receive on account of such Reorganization Event shall(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders thereof Holders, each share of Series A Preferred Stock will remain outstanding (unless converted in accordance with Section 12(d)) and subject (A) the consideration due upon conversion of any Series A Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in Section 10(f11 or in this Section 12, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (B) for purposes of Sections 6, 7 and 9, each reference to any number of shares of Common Stock in such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Exchange Property Units (and the terms of any conversion shall be based upon the Liquidation Preference at the time of such subsequent conversion); and (C) other references to “Common Stock” shall refer to the Exchange Property with appropriate adjustment to preserve, to the greatest extent possible (so long as there is no detrimental effect to the Holders), remain outstanding but shall become convertible, at the option economic and other rights in respect of the Holders Series A Preferred Stock granted by this Certificate of Designations and the A&R Investment Agreement; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other partythis Section 12(a), (x) if the Holders of the number of shares of Class A Common Stock into which each share were entitled to make an election as to the kind or amount of Series A-1 Preferred Stock would then securities, cash or other property to be convertible received in consideration for Common Stock, a similar election right will be provided to the Holders, and (such y) the kind and amount of securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all a majority of the property and assets of the Company;, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other business combination)securities; (other than, in each case, any such event specified in this transaction that constitutes a Change of Control (other than if the last sentence of Section 10(a9(a) is implicated), with respect to which, for the avoidance of doubt, the provisions of Section 9 shall apply (each of which is referred to as a “Reorganization Event”); , each share of Series A-1 B Preferred Stock outstanding immediately prior to such Reorganization Event shallwill, without the consent of the Holders thereof and subject to Section 10(f12(d) and Section 13(b), remain outstanding but shall become convertibleconvertible into, out of funds legally available therefor, the number, kind and amount of securities, cash and other property (the “Exchange Property”) (without any interest on such Exchange Property and without any right to dividends or distribution on such Exchange Property which have a record date that is prior to the applicable Conversion Date) that the Holder of such share of Series B Preferred Stock would have received in such Reorganization Event had such Holder converted its shares of Series B Preferred Stock into the applicable number of shares of Common Stock immediately prior to the effective date of the Reorganization Event using the Conversion Rate applicable immediately prior to the effective date of the Reorganization Event and the Liquidation Preference (for the avoidance of doubt, reflecting increases in the amount of Compounded Dividends) applicable at the option time of such subsequent conversion; provided that the Holders foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Constituent Persons or such Affiliate thereof. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 12(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other business combination)securities; (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); each ” and the cash, securities or other property into which the Common Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (1) share of Series A-1 Preferred Common Stock outstanding immediately prior would be entitled to receive on account of such Reorganization Event shall(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders thereof Holders, each share of Series A Preferred Stock will remain outstanding (unless converted in accordance with Section 12(d)) and subject (A) the consideration due upon conversion of any Series A Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in Section 10(f11 or in this Section 12, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (B) for purposes of Sections 6, 7 and 9, each reference to any number of shares of Common Stock in such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Exchange Property Units (and the terms of any conversion shall be based upon the Liquidation Preference at the time of such subsequent conversion); and (C) other references to “Common Stock” shall refer to the Exchange Property with appropriate adjustment to preserve, to the greatest extent possible (so long as there is no detrimental effect to the Holders), remain outstanding but shall become convertible, at the option economic and other rights in respect of the Holders Series A Preferred Stock granted by this Certificate of Designations and the Investment Agreement; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other partythis Section 12(a), (x) if the Holders of the number of shares of Class A Common Stock into which each share were entitled to make an election as to the kind or amount of Series A-1 Preferred Stock would then securities, cash or other property to be convertible received in consideration for Common Stock, a similar election right will be provided to the Holders, and (such y) the kind and amount of securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.

Reorganization Events. (a) In the event that there occursof: (i) any consolidationreclassification, merger statutory exchange, merger, consolidation or other similar business combination of the Company with or into another Person, in each case case, pursuant to which at least a majority of the Class A Common Stock will be is changed or converted into into, or exchanged for, cash, securities or other property of the Company or another Person; (ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company;, in each case pursuant to which the Common Stock is converted into cash, securities or other property; or (iii) any reclassification, recapitalization, or reorganization of the Class A Common Stock into securities including securities other than the Class A Common Stock; or (iv) any statutory exchange of the outstanding shares of Class A Common Stock for securities of the Company with another Person (other than in connection with a consolidation, merger or acquisition) or reclassification, recapitalization or reorganization of the Common Stock into other business combination)securities; (any such event specified in this Section 10(a), each of which is referred to as a “Reorganization Event”); each ” and the cash, securities or other property into which the Common Stock is changed, converted or exchanged, the “Exchange Property” and the amount and kind of Exchange Property that a holder of one (1) share of Series A-1 Preferred Common Stock outstanding immediately prior would be entitled to receive on account of such Reorganization Event shall(without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), an “Exchange Property Unit”), then, notwithstanding anything to the contrary in this Certificate of Designations, from and after the effective time of such Reorganization Event, without the consent of the Holders thereof Holders, each share of Series A Preferred Stock will remain outstanding (unless converted in accordance with Section 11(d)) and subject (I) the consideration due upon conversion of any Series A Preferred Stock will be determined in the same manner as if each reference to any number of shares of Common Stock in Section 10(f10 or in this Section 11, or in any related definitions, were instead a reference to the same number of Exchange Property Units; (II) for purposes of Sections 6 and 7, each reference to any number of shares of Common Stock in such Sections (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units (and the terms of any conversion shall be based upon the Liquidation Value and Accrued Dividends at the time of such subsequent conversion); (III) for purposes of the definition of “Change of Control” and related concepts, the term “Common Stock” will be deemed to mean the common equity (including depositary receipts representing common equity), remain outstanding but if any, forming part of such Exchange Property; and (IV) other references to “Common Stock” shall become convertiblerefer to the Exchange Property with appropriate adjustment to preserve, at to the option greatest extent possible (so long as there is no detrimental effect to the Company), the economic and other rights in respect of the Holders Series A Preferred Stock granted by this Certificate of Designations; provided, however, that the foregoing shall not apply if such Holder is a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by such Persons. If the kind or amount of securities, cash and other property receivable in upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a holder Person (other than the counterparty to the Reorganization Event a Constituent Person or an Affiliate thereof), then for the purpose of such other party) this Section 11(a), the kind and amount of the number of shares of Class A Common Stock into which each share of Series A-1 Preferred Stock would then be convertible (such securities, cash and other property, the “Exchange Property”) (without interest on such Exchange Property). (b) In the event that holders of the shares of Class A Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive property receivable upon conversion shall following such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by a majority of the holders of the shares of Class A Common Stock that make an affirmative election; provided, however, that, to the extent the applicable transaction agreement provides for adjustments to such elected types and amounts of consideration that are generally applicable to holders of Class A Common Stock making such elections, the types and amounts of consideration to be received by the holder of shares of Series A-1 Preferred Stock will be subject to such adjustments on an as-converted basisStock. (c) The above provisions of this Section 10 shall similarly apply to successive Reorganization Events. If the provisions of Section 9 apply to any event or occurrence then this Section 10 will not apply. (d) The Company (or any successor) shall, within 10 days of the consummation of any Reorganization Event, provide written notice to the Holders of such consummation of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 10. (e) The Company shall not enter into any agreement for a transaction constituting a Reorganization Event unless such agreement provides for or does not interfere with or prevent (as applicable) conversion of the Series A-1 Preferred Stock into the Exchange Property in a manner that is consistent with and gives effect to this Section 10.