Common use of Convertibility Clause in Contracts

Convertibility. (i) Each holder of record of a share of Class 1 Common may, without cost to such holder and at such holder’s option, convert shares of Class 1 Common into fully paid and nonassessable shares of Class A Common at the rate of one share of Class A Common for each share of Class 1 Common surrendered for conversion; provided, a holder of shares of Class 1 Common may only convert such shares if such holder immediately sells the shares of Class A Common received upon such conversion in either a transaction effected through the facilities of the stock exchange or other trading market on which the Class A Stock is then actively traded (a “Market Transaction”) or a bona fide arm’s-length transaction with an unrelated party (a “Qualifying Private Transaction”) or in connection with any offering registered under the Securities Act of 1933, as amended (the “Securities Act”). Any such conversion may be effected by any holder of Class 1 Common by (x) surrendering (by electronic delivery or otherwise) at the office of the transfer agent for the Class A Common (the “Conversion Agent”) such holder’s shares of Class 1 Common to be converted, (y) delivering to the Conversion Agent a notice or other instructions (which may be written or given electronically through any automated transaction system maintained by the Conversion Agent) that such holder elects to convert all or a specified number of such shares of Class 1 Common, and (z) delivering to the Conversion Agent either (1) instructions to sell the shares of Class A Common issuable upon such conversion on behalf of such holder (which instructions may be given in accordance with any account agreement in place between such holder and the Conversion Agent), or (2) a certificate stating that such holder has sold the shares of Class A Common issuable upon such conversion in a Market Transaction or Qualifying Private Transaction or in connection with an offering registered under the Securities Act, together with a stock power or other transfer instructions identifying the person or persons in whose name the shares of Class A Common issuable upon such conversion are to be issued. Promptly thereafter, the Corporation shall issue and deliver the number of shares of Class A Common to which such holder shall be entitled as aforesaid in accordance with the instructions to sell or transfer instructions delivered to the Conversion Agent. Such conversion shall be made as of the close of business on the date of surrender and delivery to the Conversion Agent of the shares of Class 1 Common and all other materials required to be delivered to the Conversion Agent, and the person or persons entitled to receive the shares of Class A Common issuable on such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common on such date. (ii) The Corporation will at all times reserve and keep available, solely for the purpose of issue upon conversion of the outstanding shares of Class 1 Common, such number of shares of Class A Common as shall be issuable upon the conversion of all outstanding shares of Class 1 Common, provided that the foregoing shall not be considered to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class 1 Common by delivery of shares of Class A Common which are held in the treasury of the Corporation.

Convertibility. (i) Each holder of record of 2.11.1 By giving a share of Class 1 Common may, without cost to such holder and at such holder’s option, convert shares of Class 1 Common into fully paid and nonassessable shares of Class A Common at the rate of one share of Class A Common for each share of Class 1 Common surrendered for conversion; provided, notice on a holder of shares of Class 1 Common may only convert such shares if such holder immediately sells the shares of Class A Common received upon such conversion in either a transaction effected through the facilities of the stock exchange or other trading market on which the Class A Stock is then actively traded Business Day (a “Market TransactionConversion Notice”) or a bona fide arm’s-length transaction with an unrelated party (a “Qualifying Private Transaction”) or in connection with any offering registered under the Securities Act of 1933, as amended (the “Securities Act”). Any such conversion may be effected by any holder of Class 1 Common by (x) surrendering (by electronic delivery or otherwise) at the office of the transfer agent for the Class A Common (the “Conversion Agent”) such holder’s shares of Class 1 Common to be converted, (y) delivering to the Conversion Agent a notice or other instructions (which may be written or given electronically through party hereto at any automated transaction system maintained by the Conversion Agent) that such holder elects time prior to convert all or a specified number of such shares of Class 1 Common, and (z) delivering to the Conversion Agent either (1) instructions to sell the shares of Class A Common issuable upon such conversion on behalf of such holder (which instructions may be given in accordance with any account agreement in place between such holder and the Conversion Agent), or (2) a certificate stating that such holder has sold the shares of Class A Common issuable upon such conversion in a Market Transaction or Qualifying Private Transaction or in connection with an offering registered under the Securities Act, together with a stock power or other transfer instructions identifying the person or persons in whose name the shares of Class A Common issuable upon such conversion are to be issued. Promptly thereafter, the Corporation shall issue and deliver the number of shares of Class A Common to which such holder shall be entitled as aforesaid in accordance with the instructions to sell or transfer instructions delivered to the Conversion Agent. Such conversion shall be made as of the close of business on the date Business Day immediately preceding the Maturity Date, a party hereto may elect to convert all or any part of surrender and delivery the unpaid principal amount of the Subordinated Loan and, subject to the Conversion Agent exercise by the Borrower of the shares Cash Interest Option, accrued and unpaid interest thereon into Shares at the Conversion Price, the number of Class 1 Common and all other materials required which Shares shall be determined by dividing the amount to be delivered so converted (including, subject to the Cash Interest Option, any accrued and unpaid interest thereon) by the Conversion Agent, and the person or persons entitled to receive the shares of Class A Common issuable on such conversion Price. No fractional Share shall be treated for all purposes issued upon conversion of any portion of the Subordinated Loan and accrued and unpaid interest thereon. Any fraction of Share shall be paid in cash by the Borrower on the Conversion Date as the record holder or holders of such shares of Class A Common on such dateindicated hereinafter. 2.11.2 Until the first conversion of any unpaid principal amount of the Subordinated Loan and accrued and unpaid interest thereon into Shares, the Lender shall have under this Section 2.11 none of the rights or obligations of a shareholder of the Borrower. Furthermore, no Conversion Notice may be sent by the Lender to the Borrower once the Borrower has sent to the Lender an Optional Prepayment Notice. 2.11.3 The Borrower shall reserve (iiif at any time its articles limit the number of authorized Shares) The Corporation will and at all times reserve and keep available, solely for the purpose of issue delivery upon conversion of the outstanding shares of Class 1 CommonSubordinated Loan as provided in this Section 2.11, such number of shares Shares as would then be deliverable at the Conversion Price upon a conversion of Class A Common the Subordinated Loan and accrued and unpaid interest thereon, which Shares would be upon delivery duly and validly issued and fully paid and non-assessable. If any such Shares require registration with or approval of any governmental authority under any applicable law or listing upon any national securities exchange before such Shares may be issued and delivered upon conversion, the Borrower shall use its best efforts to cause such Share to be duly registered, approved and listed, as the case may be. 2.11.4 Each Conversion Notice shall specify (a) the unpaid principal amount of the Subordinated Loan to be converted, (b) the amount of accrued and unpaid interest payable thereon up to and including the Conversion Date (subject to the exercise by the Borrower of the Cash Interest Option) to be converted, (c) the Conversion Price, (d) the number of Shares to be issued and delivered upon conversion and (e) the effective date of the conversion, which shall be issuable no later than 10 Business Days from and including the date of the Conversion Notice, and shall not fall after the Maturity Date (the “Conversion Date”). 2.11.5 The Borrower shall have the right, at its sole discretion, to elect, upon the any conversion of a portion of the Subordinated Loan into Shares, to prepay in cash on the Conversion Date all outstanding shares or part of Class 1 Commonthe accrued and unpaid interest on such portion of the Subordinated Loan then being converted (the “Cash Interest Option”). Such right of the Borrower shall apply both in the context of a Borrower or Lender Conversion Notice and shall be exercised at any time before the Conversion Date. The Borrower shall notify the Lender of its exercise of the Cash Interest Option in writing prior to the Conversion Date. 2.11.6 On the Conversion Date, the Borrower shall deliver to the Lender (or at such later time as to which the Borrower and the Lender may agree) at the Place of Payment, against remittal of a receipt for the payment of the amount of Subordinated Loan and, subject to the exercise by the Borrower of the Cash Interest Option, accrued and unpaid interest being then converted, at the Borrower’s expense (including any stamp taxes or similar governmental charges): 2.11.6.1 the appropriate number of duly and validly issued and fully paid and non-assessable Shares represented by one (1) or more stock certificates (in such number and registered in such names as the Lender may direct, provided that if Shares are to be registered in the foregoing name of a person other than the Lender, the Lender shall take all steps necessary to ensure that such registration and any transfer resulting therefrom does not be considered breach any applicable provision of securities law or stock exchange rule); 2.11.6.2 provided that no Default has occurred and is continuing, no Event of Default has occurred which has not been waived and no Default would result from such payment of interest (as such terms are defined under the Credit Agreement or the Indenture, as applicable), if the Borrower exercises the Cash Interest Option, a cheque to preclude the Corporation from satisfying its obligations in respect order of the Lender or any designee thereof in an amount representing such portion of the accrued and unpaid interest on the portion of the Subordinated Loan being converted that the Borrower elects to pay in cash; 2.11.6.3 provided that no Default has occurred and is continuing, no Event of Default has occurred which has not been waived and no Default (as such terms are defined under the Credit Agreement or the Indenture, as applicable) would result from such payment of principal or interest, if any fractional Share results from the calculation under Section 2.11.1 for any conversion of the outstanding shares Subordinated Loan or any interest thereon so converted, a cheque to the order of Class 1 Common by delivery of shares of Class A Common which are held the Lender or any designee thereof in the treasury amount representing the value of such fractional Share; and 2.11.6.4 to the extent of any unpaid principal amount of the CorporationSubordinated Loan after giving effect to such conversion (and at the Borrower’s expense), one (1) Promissory Note (registered in such name as the Lender may direct) in substantially the form, and in an aggregate face amount equal to the unpaid principal amount of the Subordinated Loan outstanding following all conversions up to and including the Conversion Date. Each new Promissory Note shall be dated the date immediately following the Conversion Date and future interest shall accrue from and including such date.

Convertibility. (ia) Each holder The Holders of record the Notes (each a “Holder”) will be entitled at any time after the Maturity Date to convert any or all of a share of Class 1 Common may, without cost to such holder and at such holder’s option, convert their Notes into shares of Class 1 Common into fully paid and nonassessable shares of Class A Common Stock at the rate of one share of Class A Common for each share of Class 1 Common surrendered for conversion; provided, a holder Conversion Price per share. The number of shares of Class 1 Common may only convert such shares if such holder immediately sells Stock to be delivered shall be equal to the shares of Class A Common received upon such conversion in either a transaction effected through the facilities aggregate principal amount of the stock exchange or other trading market on which Notes delivered for conversion plus the Class A Stock is amount of accrued and unpaid interest thereon divided by the Conversion Price then actively traded in effect. (a “Market Transaction”b) or a bona fide arm’s-length transaction with an unrelated party (a “Qualifying Private Transaction”) or in connection with any offering registered under Conversion of the Securities Act of 1933, as amended (the “Securities Act”). Any such conversion Notes may be effected by any holder Holder thereof upon the surrender to the Company, at the principal office of Class 1 Common by (x) surrendering (by electronic delivery the Company or otherwise) at the office of a conversion agent as may be designated by the Board of Directors, of the certificate or certificates for such Notes to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Note attached hereto) along with appropriate endorsements and transfer agent for documents as required by the Class A Common Company or any conversion agent. The conversion of the Notes will be deemed to have been made on the date (the “Conversion AgentDate”) such holder’s certificate or certificates have been surrendered and the receipt of such notice of conversion. As promptly as reasonably practicable following the Conversion Date, the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Class 1 Common Stock to which the Holder of Notes being converted (or such Holder’s transferee) shall be converted, (y) delivering to the Conversion Agent a notice or other instructions (which may be written or given electronically through any automated transaction system maintained by the Conversion Agent) that such holder elects to convert all or a specified number of such shares of Class 1 Commonentitled, and (zii) delivering to if less than the total aggregate principal amount of the Notes evidenced by the surrendered certificate are being converted, a new certificate for the aggregate principal amount of Notes evidenced by such surrendered certificate or certificates less the aggregate principal amount of Notes being converted. On the Conversion Agent either (1) instructions Date, the rights of the Holder of the Notes being converted shall cease except for the right to sell the receive shares of Class A Common issuable upon such conversion on behalf of such holder (which instructions may be given in accordance with any account agreement in place between such holder Stock and the Conversion Agent), or (2) a certificate stating that such holder has sold the shares of Class A Common issuable upon such conversion in a Market Transaction or Qualifying Private Transaction or in connection with an offering registered under the Securities Act, together with a stock power or other transfer instructions identifying the person or persons in whose name the shares of Class A Common issuable upon such conversion are to be issued. Promptly thereafter, the Corporation shall issue and deliver the number of shares of Class A Common to which such holder shall be entitled as aforesaid in accordance with the instructions to sell or transfer instructions delivered to the Conversion Agent. Such conversion shall be made as of the close of business on the date of surrender and delivery to the Conversion Agent of the shares of Class 1 Common and all other materials required to be delivered to the Conversion Agent, and the person or persons Person entitled to receive the shares of Class A Common issuable on such conversion Stock shall be treated for all purposes as having become the record holder or holders Holder of such shares of Class A Common on Stock at such datetime. (iic) The Corporation will at all times reserve and keep available, solely for In connection with the purpose of issue upon conversion of the outstanding shares of Class 1 CommonNotes, such number no fractions of shares of Class A Common as Stock shall be issuable upon issued, but the conversion Company shall, with respect to any fractional interest: (i) pay cash with respect to the Market Price of all outstanding shares such fractional share; or (ii) round up to the next whole share of Class 1 Common, provided that the foregoing shall not be considered to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class 1 Common by delivery of shares of Class A Common which are held in the treasury of the CorporationStock.

Convertibility. (a) At any time and from time to time during -------------- the Lender Convertibility Period, the Lender may elect, by notice to the Borrower, to convert all, or a portion of, the aggregate principal and interest of the Advances then outstanding into Conversion Securities of the Borrower at the Conversion Price and on such other terms as are set forth in the Note. At any time and from time to time during the Borrower Convertibility Period, the Borrower may elect, by notice to the Lender, to convert all, or a portion of, the aggregate principal and interest of the Advances then outstanding into Conversion Securities of the Borrower at the Conversion Price and on such other terms as are set forth in the Note. (b) Following the conversion of any or all of the Advances, the Lender and the Borrower agree as follows: (i) Each holder The Conversion Securities shall be deemed to be Registrable Securities for purposes of, and the Lender shall enjoy and be subject to the rights and obligations of record of a share of Class 1 Common may, without cost to such holder and at such holder’s option, convert shares of Class 1 Common into fully paid and nonassessable shares of Class A Common at the rate of one share of Class A Common for each share of Class 1 Common surrendered for conversion; provided, a holder of shares Registrable Securities, under Article IV (with the exception of Class 1 Common may only convert such shares if such holder immediately sells the shares of Class A Common received upon such conversion in either a transaction effected through the facilities Section 4.3 thereof) of the stock exchange Investor Rights Agreement or other trading market on which the Class A Stock is then actively traded corresponding provisions of a successor agreement, if any, relating to such rights and obligations (a “Market Transaction”) or a bona fide arm’s-length transaction with an unrelated party (a “Qualifying Private Transaction”) or in connection with any offering registered under the Securities Act of 1933, as amended (the “Securities Act”"Successor Agreement"). Any such conversion may be effected by any holder of Class 1 Common by (x) surrendering (by electronic delivery or otherwise) at the office of the transfer agent for the Class A Common (the “Conversion Agent”) such holder’s shares of Class 1 Common to be converted, (y) delivering to the Conversion Agent a notice or other instructions (which may be written or given electronically through any automated transaction system maintained by the Conversion Agent) that such holder elects to convert all or a specified number of such shares of Class 1 Common, and (z) delivering to the Conversion Agent either (1) instructions to sell the shares of Class A Common issuable upon such conversion on behalf of such holder (which instructions may be given in accordance with any account agreement in place between such holder and the Conversion Agent), or (2) a certificate stating that such holder has sold the shares of Class A Common issuable upon such conversion in a Market Transaction or Qualifying Private Transaction or in connection with an offering registered under the Securities Act, together with a stock power or other transfer instructions identifying the person or persons in whose name the shares of Class A Common issuable upon such conversion are to be issued. Promptly thereafter, the Corporation shall issue and deliver the number of shares of Class A Common to which such holder shall be entitled as aforesaid in accordance with the instructions to sell or transfer instructions delivered to the Conversion Agent. Such conversion shall be made as of the close of business on the date of surrender and delivery to the Conversion Agent of the shares of Class 1 Common and all other materials required to be delivered to the Conversion Agent, and the person or persons entitled to receive the shares of Class A Common issuable on such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common on such date. (ii) The Corporation Lender agrees to vote all the Conversion Securities held by it in favor of the election of persons to the Board of Directors of the Borrower (the "Board") who are designated in accordance with Section 5.1 of the Investor Rights Agreement or the corresponding provisions of any Successor Agreement. (iii) For so long as the Lender or a permitted transferee of the Lender holds at least 1,000,000 shares of Conversion Securities, the Borrower will deliver to the Lender or such permitted transferee financial statements in accordance with Section 6.1 of the Investor Rights Agreement; provided that the Borrower's obligation to provide such financial statements shall terminate at such time as the Common Stock is registered under Section 12 of the Exchange Act. (iv) From and after the earlier of the Disapproval Date and, if the Approval Condition has not been met, August 1, 2001, and until such time as (x) the Initial Public Offering is consummated or (y) an Actual Change of Control has occurred, if any Person unaffiliated (as the term affiliate is used for purposes of Regulation D of the Securities Act) with, and unrelated to, the Equity Holders offers to acquire in a bona fide transaction that is approved and recommended to the stockholders of the Borrower by the Board, either (A) all times reserve or substantially all of the capital stock of the Borrower (whether in connection with a merger or consolidation of the Borrower, an offer to purchase capital stock of the Borrower directed to all or substantially all of the stockholders of the Borrower, or otherwise), or (B) all or substantially all of the assets of the Borrower, and keep availablestockholders holding at least a majority of the shares entitled to vote thereon vote to approve such offer, solely the Lender shall be obligated to (I) vote all of its Conversion Securities in favor of the transaction contemplated by such offer, to the extent any such vote is required for the purpose consummation of issue upon conversion any such transaction, (II) transfer all of its Conversion Securities that it then holds of record or beneficially in connection with such transaction on terms no less favorable to the Lender than those accepted by such stockholders pursuant to such vote, (III) waive any and all appraisal rights it may have under the General Corporation Law of the outstanding shares State of Class 1 CommonDelaware, and (IV) execute and deliver all documents reasonably necessary to effectuate such transaction; provided that (w) the Lender shall only be obligated to sell its Conversion Securities on the same terms and conditions (including indemnification) as other stockholders (applied on a pro rata basis based on relative ownership interests); (x) the Lender shall not be required to make any representation or warranty other than with respect to its ownership of the Conversion Securities being sold in such drag-along transaction; (y) the Lender will indemnify the purchaser in such drag-along transaction on the same terms and conditions applicable to other stockholders of the Borrower (applied on a pro rata basis based on relative ownership interests), but will not be subject to any liability or obligation in excess of the amounts of the proceeds received by it in such drag-along transaction; and (z) other than its indemnification obligations (described above), the Lender will not be subject to any obligation that would interfere with the operation of its business. If the Lender fails or refuses to vote or sell its Conversion Securities as required by, or votes its Conversion Securities in contravention of this Section 2.10(b)(iv), the Lender hereby grants to the President or the Treasurer of the Borrower an irrevocable proxy, and the Lender hereby appoints the President or the Treasurer of the Borrower and each of them acting singly, its attorney-in-fact, to sell such Conversion Securities in accordance with the terms of this Section 2.10(b)(iv). At the closing of any such transaction, the Lender shall deliver, against receipt of the consideration specified in the offer, certificates representing the Conversion Securities that the Lender holds of record or beneficially, with all endorsements necessary for transfer. In the event that the Lender fails or refuses to comply for any reason with the provisions of this Section 2.10(b)(iv), the Borrower may elect to proceed with the transaction notwithstanding such failure or refusal and, in such event and upon tender of the specified consideration to the Lender, the rights of the Lender with respect to such Conversion Securities shall cease. (v) For purposes of determining the number of shares of Class A Common as Registrable Securities held by a holder of Conversion Securities in connection with any action or consent by holders of Registrable Securities pursuant to the terms of the Investor Rights Agreement or any Successor Agreement, such holder of Conversion Securities shall be issuable upon deemed to hold that number of Registrable Securities as is equal to the conversion lesser of all outstanding shares (A) the number of Class 1 CommonRegistrable Securities actually held by such holder, provided that and (B) such number of Registrable Securities which would result in the foregoing shall not be considered to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class 1 Common by delivery aggregate number of shares of Class A Common which are Registrable Securities held in the treasury by all holders of Conversion Securities being equal to twenty percent (20%) of the Corporationaggregate number of Registrable Securities held by all holders of Registrable Securities (after giving effect to this clause (B)). (vi) The provisions of the Investor Rights Agreement or any Successor Agreement may not be amended, modified or waived in a manner which affects the holders of Conversion Securities in a manner differently than other holders of Registrable Securities without the prior written consent of holders of a majority of the then outstanding Conversion Securities.

Convertibility. (ia) Each holder The Holders of record the Notes will be entitled at any time after the Amendment Date and on or prior to the Final Maturity Date to convert any or all of a share of Class 1 Common may, without cost to such holder and at such holder’s option, convert their Notes into shares of Class 1 Common into fully paid and nonassessable shares of Class A Common Stock at the rate of one share of Class A Common for each share of Class 1 Common surrendered for conversion; provided, a holder Conversion Price per share. The amount of shares of Class 1 Common may only convert such shares if such holder immediately sells Stock to be delivered shall be the aggregate principal amount of the Notes delivered for conversion plus the amount of accrued and unpaid interest thereon divided by the Conversion Price then in effect. (b) Conversion of shares of Class A Common received upon such conversion in either a transaction effected through the facilities of the stock exchange or other trading market on which the Class A Stock is then actively traded (a “Market Transaction”) or a bona fide arm’s-length transaction with an unrelated party (a “Qualifying Private Transaction”) or in connection with any offering registered under the Securities Act of 1933, as amended (the “Securities Act”). Any such conversion Notes may be effected by any holder Holder thereof upon the surrender to the Company, at the principal office of Class 1 Common by (x) surrendering (by electronic delivery the Company or otherwise) at the office of a conversion agent as may be designated by the Board of Directors, of the certificate or certificates for such Notes to be converted accompanied by a complete and manually signed Notice of Conversion (as set forth in the form of Note attached hereto) along with appropriate endorsements and transfer documents as required by the Company or any conversion agent for The conversion of the Class A Common Notes will be deemed to have been made on the date (the “Conversion AgentDate”) such holder’s certificate or certificates have been surrendered and the receipt of such notice of conversion. As promptly as reasonably practicable following the Conversion Date, the Company shall deliver or cause to be delivered (i) certificates representing the number of validly issued, fully paid and nonassessable full shares of Class 1 Common Stock to which the Holder of Notes being converted (or such Holder’s transferee) shall be converted, (y) delivering to the Conversion Agent a notice or other instructions (which may be written or given electronically through any automated transaction system maintained by the Conversion Agent) that such holder elects to convert all or a specified number of such shares of Class 1 Commonentitled, and (zii) delivering to if less than the total aggregate principal amount of the Notes evidenced by the surrendered certificate are being converted, a new certificate for the aggregate principal amount of Notes evidenced by such surrendered certificate or certificates less the aggregate principal amount of Notes being converted. On the Conversion Agent either (1) instructions Date, the rights of the Holder of the Notes being converted shall cease except for the right to sell the receive shares of Class A Common issuable upon such conversion on behalf of such holder (which instructions may be given in accordance with any account agreement in place between such holder Stock and the Conversion Agent), or (2) a certificate stating that such holder has sold the shares of Class A Common issuable upon such conversion in a Market Transaction or Qualifying Private Transaction or in connection with an offering registered under the Securities Act, together with a stock power or other transfer instructions identifying the person or persons in whose name the shares of Class A Common issuable upon such conversion are to be issued. Promptly thereafter, the Corporation shall issue and deliver the number of shares of Class A Common to which such holder shall be entitled as aforesaid in accordance with the instructions to sell or transfer instructions delivered to the Conversion Agent. Such conversion shall be made as of the close of business on the date of surrender and delivery to the Conversion Agent of the shares of Class 1 Common and all other materials required to be delivered to the Conversion Agent, and the person or persons Person entitled to receive the shares of Class A Common issuable on such conversion Stock shall be treated for all purposes as having become the record holder or holders Holder of such shares of Class A Common on Stock at such datetime. (iic) The Corporation will at all times reserve and keep available, solely for In connection with the purpose of issue upon conversion of the outstanding shares of Class 1 CommonNotes, such number no fractions of shares of Class A Common as Stock shall be issuable upon issued, but the conversion Company shall, with respect to any fractional interest: (i) pay cash with respect to the Market Price of all outstanding shares such fractional share; or (ii) round up to the next whole share of Class 1 Common, provided that the foregoing shall not be considered to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class 1 Common by delivery of shares of Class A Common which are held in the treasury of the CorporationStock.