definiens: means equity interests that, by its terms ( or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable ), or upon the happening of any event or condition ( a ) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, ( b ) is redeemable at the option of the holder thereof in whole or in part, ( c ) provides for the scheduled payments of div idends in cash or ( d ) is or becomes convertible into or exchangeable for Indebtedness or any other equity interests that would constitute Mandatorily Redeemable Stock, in each case, prior to the date that is 91 days after the latest maturity date at the ti me of issuance of such equity interests ; provided, that if such equity interests are issued pursuant to a plan for the benefit of employees of Seller or its subsidiaries, such equity interests shall not constitute Mandatorily Redeemable Stock solely becaus e it may be required to be repurchased by Seller or its subsidiaries in order to satisfy applicable statutory or regulatory obligations