consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned the voting securities of the Corporation
immediately prior to the transaction.
Control means the possession, directly or indirectly, of the power to
direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.
Final Conversion Date means 5:00 p.m. in New York, New York on the first day on which the registered national
securities exchange on which the Corporations equity securities are then principally listed or traded is open for trading that falls on or after the earlier of (i) the date on which (x) the outstanding shares of Common Stock owned
the HL Voting Trust, the beneficiaries of the HL Voting Trust and each of their respective Permitted Transferees, together with (y) the outstanding shares of Common Stock (A) received by a stockholder of the Corporation in connection with
the grant, vesting and/or payment of an equity compensatory award and (B) with respect to which such stockholder has given the right to vote, pursuant to an irrevocable proxy, to the person or persons as may be designated by the Company from
time to time, collectively represent less than 20% of the number of shares of Common Stock then outstanding or (ii) a date specified by the holders of at least 66-²/3% of the outstanding shares of
Class B Common Stock.
HL Voting Trust means the trust established under the HL Voting Trust Agreement.
HL Voting Trust Agreement means that certain Voting Trust Agreement, dated as of the date hereof, by and
between the Company and the holders named therein.
Person means any individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated association, joint stock corporation, and any federal, state, county or municipal government or any bureau, department or agency thereof.
Rights means any option, warrant, or other security having a conversion right or contractual right of any kind to
acquire shares of the Corporations authorized but unissued capital stock.
Subsidiary means, with respect
to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect
to any voting agreement or stockholders agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); or (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
Transfer of a share of Class A Common Stock or Class B Common Stock means any sale, assignment, transfer,
conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether
7