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Stock will have 16% of the voting power of all of the
outstanding shares of capital stock entitled to vote in
an election of directors (“Voting Power”) and such
other designations, preferences, voting powers, rights
and qualifications as are set forth in the MergerSub
Certificate of Incorporation, (ii) 75% of the
authorized shares of Nonvoting Participating Preferred
Stock, par value $.01 per share, of MergerSub
(“MergerSub Participating Preferred Stock”), and
(iii) 75% of the authorized shares of Voting Preferred
Stock, par value $.01 per share, of MergerSub
(“MergerSub Preferred Stock”), which MergerSub
Preferred Stock will have 60% of the Voting Power and
such other designations, preferences, voting powers,
rights and qualifications as are set forth in the
MergerSub Certificate of Incorporation and MergerSub
will issue to REBV (i) one hundred and ninety-eight
(198) shares of MergerSub Common Stock, which MergerSub
Common Stock will have 4% of the Voting Power and such
other designations, preferences, voting powers, rights
and qualifications as are set forth in the MergerSub
Certificate of Incorporation, (ii) 25% of the
authorized shares of MergerSub Participating Preferred
Stock, which MergerSub Participating Preferred Stock
will have no Voting Power and such other designations,
preferences, voting powers, rights and qualifications
as are set forth in the MergerSub Certificate of
Incorporation and (iii) 25% of the authorized shares of
MergerSub Preferred Stock, which MergerSub Preferred
Stock will have 20% of the Voting Power and such other
designations, preferences, voting powers, rights and
qualifications as are set forth in the MergerSub
Certificate of Incorporation;
WHEREAS, immediately prior to the Effective Time
(as defined in Section 1.3), MergerSub will borrow
$600,000,000 on terms not inconsistent with the terms
set forth in Section 7.8 (“MergerSub Debt”) from an
affiliate of Acquiror;
WHEREAS, immediately prior to the Effective Time,
in consideration for 75% of the authorized and
outstanding shares of MergerSub Participating Preferred
Stock held by REUS, MB Parent will issue to REUS 75% of
the authorized shares of Voting Preferred Stock, par
value $.01 per share, of MB Parent (“MB Parent
Preferred Stock”), which MB Parent Preferred Stock will
have 60% of the Voting Power and such other
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