Shares of Class. A Stock of Employer distributed pursuant to the exercise of the Option shall be transferable by Employee, subject to Employee being required to hold shares of such Stock, with a Fair Market Value equal to not less than three times Employee's Annual Base Salary, while employed by Employer as its Chief Executive Officer, subject to any applicable legal requirements, and subject to any lockup restrictions specified by Employer's banker.
Shares of Class. E Preferred Stock shall be registered in the form of Depositary Shares representing a one-tenth fractional interest in a share of Class E Preferred Stock ("Depositary Shares") on such terms and conditions as may be provided for in any agreement binding upon the Corporation (whether directly or through merger with any other corporation).
Shares of Class. A Common Stock that are converted into shares of Class B Common Stock may not be reissued by the Corporation.
Shares of Class. A Preferred Stock may be registered in the form of Depositary Shares representing a one-tenth fractional interest in a share of Class A Preferred Stock on such terms and conditions as may be provided for in any agreement binding upon the Corporation (whether directly or through merger with any other corporation).
Shares of Class. A Common Stock and Class B Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of any assets of the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then holders of Class A Common Stock shall receive shares of Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Class B Common Stock shall receive shares of Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock, as applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class A Common Stock and the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Class B Common Stock, each voting separately as a class.
Shares of Class. B Stock shall be registered in the names of the beneficial owners thereof and not in "street" or "nominee" name. For this purpose, a "beneficial owner" of any shares of Class B Stock shall mean a person who, or an entity which, possesses the power, either singly or jointly, to direct the voting or disposition of such shares. The Corporation shall note on the certificates for shares of Class B Stock the restrictions on transfer and registration of transfer imposed by this Section III.
Shares of Class. A Common Stock subject to a Drag-Along Notice will be included in the Proposed Sale pursuant hereto and to any agreement with the Proposed Purchaser relating thereto on the same terms and subject to the same conditions applicable to the shares of Class A Common Stock which OTPP proposes to sell in the Proposed Sale. Such terms and conditions shall include, without limitation, (i) the sale consideration (which shall be reduced by the fees and expenses incurred by OTPP and the Company in connection with the Proposed Sale) and (ii) the provision of information, representations, warranties, covenants and requisite indemnifications; provided, however, that (x) any representations and warranties relating specifically to any Management Stockholder shall only be made by that Management Stockholder, and (y) that the form of consideration to be received by OTPP in connection with the Proposed Sale may be different from that received by the Management Stockholder so long as the per share value of the consideration to be received by OTPP is the same or less than the per share cash consideration to be received by the Management Stockholders (as reasonably determined by the Board in good faith).
Shares of Class. A Common Stock or Class B Common Stock issued upon exercise of options, warrants or convertible securities outstanding on the date hereof;
Shares of Class. A Stock shall not be transferred without the prior written consent of the Corporation, which the Corporation may withhold at its sole discretion.
Shares of Class. A Common Stock, $.01 par value per share ("Stock"), of the Company and, at the election of the Underwriters, Adelphia Communications Corporation, a Delaware corporation ("Adelphia" or the "Selling Stockholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of ........ shares of additional Stock; provided that in the event that the Selling Stockholder elects not to sell such shares of Stock, the Company will issue and sell up to ........ additional shares of Stock, subject to the terms and conditions stated herein. The aggregate of ........ shares to be sold by the Company is herein called the "Firm Shares" and the aggregate of ........ additional shares to be sold by the Selling Stockholder or the Company, as the case may be, is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
