INTO ANOTHER
SECURITY, SECURITIES OR OTHER PROPERTY, THIS SECTION 2.2 SHALL CONTINUE TO BE
APPLICABLE, MUTATIS MUTANDIS, WITH RESPECT TO SUCH SECURITY OR OTHER PROPERTY.
THIS AGREEMENT SHALL APPLY TO THE HOLDINGS UNITS HELD BY THE HOLDINGS
UNITHOLDERS AND THEIR PERMITTED TRANSFEREES AS OF THE DATE HEREOF, AS WELL AS
ANY HOLDINGS UNITS HEREAFTER ACQUIRED BY A HOLDINGS UNITHOLDER AND HIS OR HER OR
ITS PERMITTED TRANSFEREES. THIS AGREEMENT SHALL APPLY TO, MUTATIS MUTANDIS, AND
ALL REFERENCES TO "HOLDINGS UNITS" SHALL BE DEEMED TO INCLUDE, ANY SECURITY,
SECURITIES OR OTHER PROPERTY OF HOLDINGS WHICH MAY BE ISSUED IN RESPECT OF, IN
EXCHANGE FOR OR IN SUBSTITUTION OF HOLDINGS UNITS BY REASON OF ANY DISTRIBUTION
OR DIVIDEND, SPLIT, REVERSE SPLIT,
5
COMBINATION, RECLASSIFICATION, REORGANIZATION, RECAPITALIZATION, MERGER,
EXCHANGE (OTHER THAN AN EXCHANGE) OR OTHER TRANSACTION.
SECTION 2.3.
Class A Common Stock to be Issued.
(A)
THE CORPORATION COVENANTS AND AGREES TO DELIVER SHARES OF CLASS A
COMMON STOCK THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT WITH RESPECT TO
ANY EXCHANGE TO THE EXTENT THAT A REGISTRATION STATEMENT IS EFFECTIVE AND
AVAILABLE FOR SUCH SHARES.
IN THE EVENT THAT ANY EXCHANGE IN ACCORDANCE WITH
THIS AGREEMENT IS TO BE EFFECTED AT A TIME WHEN ANY REQUIRED REGISTRATION HAS
NOT BECOME EFFECTIVE OR OTHERWISE IS UNAVAILABLE, UPON THE REQUEST AND WITH THE
REASONABLE COOPERATION OF THE HOLDINGS UNITHOLDER REQUESTING SUCH EXCHANGE, THE
CORPORATION SHALL USE ITS REASONABLE BEST EFFORTS TO PROMPTLY FACILITATE SUCH
EXCHANGE PURSUANT TO ANY REASONABLY AVAILABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
THE CORPORATION SHALL USE ITS REASONABLE BEST EFFORTS TO LIST THE
CLASS A COMMON STOCK REQUIRED TO BE DELIVERED UPON EXCHANGE PRIOR TO SUCH
DELIVERY UPON EACH NATIONAL SECURITIES EXCHANGE OR INTER-DEALER QUOTATION SYSTEM
UPON WHICH THE OUTSTANDING CLASS A COMMON STOCK MAY BE LISTED OR TRADED AT THE
TIME OF SUCH DELIVERY. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO PRECLUDE
THE CORPORATION OR HOLDINGS FROM SATISFYING THEIR OBLIGATIONS IN RESPECT OF THE
EXCHANGE OF THE HOLDINGS UNITS BY DELIVERY OF CLASS A COMMON STOCK WHICH ARE
HELD IN THE TREASURY OF THE CORPORATION OR HOLDINGS OR ANY OF THEIR
SUBSIDIARIES.
(B)
THE CORPORATION SHALL AT ALL TIMES RESERVE AND KEEP AVAILABLE OUT
OF ITS AUTHORIZED BUT UNISSUED CLASS A COMMON STOCK, SOLELY FOR THE PURPOSE OF
ISSUANCE UPON AN EXCHANGE, SUCH NUMBER OF SHARES OF CLASS A COMMON STOCK AS
SHALL BE DELIVERABLE UPON ANY SUCH EXCHANGE; PROVIDED THAT NOTHING CONTAINED
HEREIN SHALL BE CONSTRUED TO PRECLUDE THE CORPORATION FROM SATISFYING ITS
OBLIGATIONS IN RESPECT OF ANY SUCH EXCHANGE BY DELIVERY OF PURCHASED SHARES OF
CLASS A COMMON STOCK (WHICH MAY OR MAY NOT BE HELD IN THE TREASURY OF THE
CORPORATION OR ANY SUBSIDIARY THEREOF).
(C)
PRIOR TO THE DATE OF THIS AGREEMENT, THE CORPORATION HAS TAKEN ALL
SUCH STEPS AS MAY BE REQUIRED TO CAUSE TO QUALIFY FOR EXEMPTION UNDER
RULE 16B-3(D) OR (E), AS APPLICABLE, UNDER THE EXCHANGE ACT, AND BE EXEMPT FOR
PURPOSES OF SECTION 16(B) UNDER THE EXCHANGE ACT, ANY ACQUISITIONS OR