EVIDENCING
SUCH HOLDER'S RIGHT TO RECEIVE SUCH ADDITIONAL SHARES (FRACTIONAL OR OTHERWISE)
UPON THE OCCURRENCE OF THE EVENT REQUIRING SUCH ADJUSTMENT.
(L)
NOTWITHSTANDING ANYTHING IN THIS
SECTION 11 TO THE CONTRARY, PRIOR TO THE DISTRIBUTION DATE, THE COMPANY SHALL BE
ENTITLED TO MAKE SUCH REDUCTIONS IN THE EXERCISE PRICE, IN ADDITION TO THOSE
ADJUSTMENTS EXPRESSLY REQUIRED BY THIS SECTION 11, AS AND TO THE EXTENT THAT IT
IN ITS SOLE DISCRETION SHALL DETERMINE TO BE ADVISABLE IN ORDER THAT ANY
(I) CONSOLIDATION OR SUBDIVISION OF THE VOTING STOCK, (II) ISSUANCE WHOLLY FOR
CASH OF ANY VOTING STOCK AT LESS THAN THE CURRENT MARKET PRICE, (III) ISSUANCE
WHOLLY FOR CASH OF VOTING STOCK OR SECURITIES WHICH BY THEIR TERMS ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR VOTING STOCK, (IV) STOCK DIVIDENDS OR
(V) ISSUANCE OF RIGHTS, OPTIONS OR WARRANTS REFERRED TO IN THIS SECTION 11,
HEREAFTER MADE BY THE COMPANY TO HOLDERS OF ITS VOTING STOCK SHALL NOT BE
TAXABLE TO SUCH SHAREHOLDERS.
(M)
THE COMPANY COVENANTS AND AGREES THAT, AFTER
THE DISTRIBUTION DATE, IT WILL NOT, EXCEPT AS PERMITTED BY SECTIONS 23, 24 OR 27
HEREOF, TAKE (OR PERMIT TO BE TAKEN) ANY ACTION IF AT THE TIME SUCH ACTION IS
TAKEN IT IS REASONABLY FORESEEABLE THAT SUCH ACTION WILL DIMINISH SUBSTANTIALLY
OR OTHERWISE ELIMINATE THE BENEFITS INTENDED TO BE AFFORDED BY THE RIGHTS
(N)
FOR THE AVOIDANCE OF DOUBT, NO ADJUSTMENT TO
THE EXERCISE PRICE SHALL BE MADE PURSUANT TO SECTIONS 11(B) OR (C) IN RESPECT OF
THE ISSUANCE OF SHARES OF CLASS B STOCK CONSISTING OF ANTIDILUTION SHARES AS
DEFINED UNDER THAT CERTAIN SUBSCRIPTION AGREEMENT BY AND BETWEEN THE COMPANY AND
GENCO INVESTMENTS LLC DATED AS OF MARCH 3, 2010.
12.
CERTIFICATE OF ADJUSTED EXERCISE PRICE OR
NUMBER OF SHARES.
WHENEVER AN ADJUSTMENT IS MADE AS PROVIDED IN SECTIONS 11 AND
13 HEREOF, THE COMPANY SHALL PROMPTLY (A) PREPARE A CERTIFICATE SETTING FORTH
SUCH ADJUSTMENT AND A BRIEF STATEMENT OF THE FACTS, COMPUTATIONS AND METHODOLOGY
ACCOUNTING FOR SUCH ADJUSTMENT, (B) FILE WITH THE RIGHTS AGENT AND WITH EACH
TRANSFER AGENT FOR THE APPLICABLE SHARES A COPY OF SUCH CERTIFICATE AND (C) MAIL
A BRIEF SUMMARY THEREOF TO EACH HOLDER OF A RIGHTS CERTIFICATE IN ACCORDANCE
WITH SECTION 25 AND SECTION 26 HEREOF.
NOTWITHSTANDING THE FOREGOING SENTENCE,
THE FAILURE OF THE COMPANY TO MAKE SUCH CERTIFICATION OR GIVE SUCH NOTICE SHALL
NOT AFFECT THE VALIDITY OF SUCH ADJUSTMENT OR THE FORCE OR EFFECT OF THE
REQUIREMENT FOR SUCH ADJUSTMENT.
THE RIGHTS AGENT SHALL BE FULLY PROTECTED IN
RELYING ON ANY SUCH CERTIFICATE AND ON ANY ADJUSTMENT OR STATEMENT CONTAINED
THEREIN AND SHALL
20
NOT BE DEEMED TO HAVE KNOWLEDGE OF SUCH ADJUSTMENT UNLESS AND UNTIL IT SHALL
HAVE RECEIVED SUCH CERTIFICATE.
13.
CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER.
(A)
IN THE EVENT THAT, FOLLOWING A TRIGGERING
EVENT, DIRECTLY OR INDIRECTLY:
(I)
THE COMPANY SHALL CONSOLIDATE WITH, OR
MERGE WITH AND INTO, ANY OTHER PERSON (OTHER THAN A WHOLLY-OWNED SUBSIDIARY OF
THE COMPANY IN A