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COX Communications - Cerficate Of Incorporation
CERTIFICATE OF INCORPORATION
OF
COX CABLE COMMUNICATIONS, INC.
First: The name of the corporation is COX CABLE COMMUNICATIONS, INC.
Second: The registered office of the corporation in the State of Delaware is to be located at 1209 Orange Street, in the City of Wilmington, county of New Castle, 19801. The registered agent in charge thereof is The Corporation Trust company.
Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and to have and exercise all the powers conferred by the Laws of the State of Delaware upon corporations formed under the General Corporation Law of the State of Delaware.
Fourth: The amount of the total authorized capital stock of the corporation shall be one thousand (1,000) shares of voting common stock, with a par value of one dollar ($1.00) per share.
Fifth: The name and mailing address of the incorporator are as follows:
Thomas J. Peter IV
One Ravinia Drive
Suite 1600
Atlanta, Georgia 30346
Sixth: Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the corporation shall have the following powers:
(a) To adopt, and to alter or amend the Bylaws, to fix the amount to be reserved as working capital, and to authorize and cause to be executed mortgages and liens (without limit as to the amount) upon the property and franchises of the corporation; and
(b) With the consent in writing or pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, to dispose of, in any manner, the whole property of the corporation.
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Seventh: The stockholders and directors shall have the power to hold their meetings and keep the books, documents and papers of the corporation within or outside the State of Delaware and at such place or places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise required by the laws of the State of Delaware.
Eighth: The objects, purposes and power specified in any clause or paragraph of this Certificate of Incorporation shall be in no way limited or restricted by reference to or inference from the terms of any other clause or paragraph of this Certificate of Incorporation. The objects, purposes and powers in each of the clauses and paragraphs of this Certificate of Incorporation shall be regarded as independent objects, purposes and powers. The objects, purposes and powers specified in this Certificate of Incorporation are in furtherance and not in limitation of the objects, purposes and powers conferred by statute.
Ninth: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or any successor provision thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section and, as provided in said section, shall advance expenses, including reasonable attorneys' fees, of any and all such persons, and the indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons.
Tenth: To the fullest extent permitted by Section 102 of the General Corporation Law of Delaware, as the same may be amended and supplemented, or any successor provision thereto, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. An amendment to Section 102 or this Certificate of Incorporation to limit the protection afforded by the preceding sentence shall not affect the liability of a director of the corporation for any actions taken by such director prior to said amendment.
Eleventh: The corporation shall have perpetual existence.
The undersigned, Thomas J. Peters IV, for the purpose of forming a corporation under the laws of the State of Delaware, does hereby make, file and record this Certificate of Incorporation and does hereby certify that the facts herein stated are true, and has accordingly hereunto set his hand and seal.
/s/ Thomas J. Peters IV
Thomas J. Peters IV
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
COX CABLE COMMUNICATION, INC.
Pursuant to Section 242 of the Delaware General Corporation Law, COX CABLE COMMUNICATIONS, INC., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the "Corporation"), does hereby certify:
TWELFTH: That the Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law, duly adopted resolutions proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation to change the name of the Corporation and directing that said amendment be submitted to the stockholders of the Corporation and directing that said amendment be submitted to the stockholders of the Corporation for consideration and approval thereof. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that, pursuant to Section 242 of the
Delaware General Corporation Law, Article FIRST of the
Certificate of Incorporation of this Corporation shall be
amended in its entirety to read as follows:
FIRST: The name of the Corporation is:
COX COMMUNICATIONS, INC.
FURTHER RESOLVED, that, pursuant to Section 242 of
the Delaware General Corporation Law, the foregoing Amendment
to the Certificate of Incorporation of this Corporation shall
be submitted to the stockholders of this Corporation for
consideration and approval.
FURTHER RESOLVED, that the foregoing Amendment to the
Certificate of Incorporation of this Corporation shall be
effective as of the effective date of the filing of a
Certificate of Amendment of the Certificate of Incorporation
of this Corporation, setting forth the foregoing amendment,
with the Secretary of State of the State of Delaware.
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THIRTEENTH: That thereafter, all the stockholders of the Corporation waived all notice of the time, place and purposes of a meeting of the stockholders of the Corporation and gave their unanimous written consent to said Amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law and said unanimous written consent was filed with the Secretary of the Corporation.
FOURTEENTH: That the aforesaid Amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
FIFTEENTH: That the aforesaid Amendment to the Corporation's Certificate of Incorporation shall be effective as of the effective date of the filing of this Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware.
SIXTEENTH: That the capital of the Corporation will not be reduced under or by reason of said Amendment.
IN WITNESS WHEREOF, said COX CABLE COMMUNICATIONS, INC. has caused this Certificate to be executed by Jimmy W. Hayes, its Sr. Vice President, and attested by Andrew A. Merdek, its Secretary, this 17th day of November, 1994.
By: /s/ Jimmy W. Hayes
Jimmy W. Hayes, Sr. Vice President
Attest: /s/ Andrew A. Merdek
Andrew A. Merdek, Secretary
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
COX COMMUNICATIONS, INC.
Article I: Name.
The name of this corporation (the "Corporation") is:
Cox Communications, Inc.
Article II: Definitions.
For the purposes of this Certificate of Incorporation:
A. "Affiliate" and "Associate" have the meanings set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on June 3, 1994.
B. "Beneficially Owns" has the meaning set forth in Rule 13d-3 under the Exchange Act as in effect on June 3, 1994.
C. "Board" means the Board of Directors of the Corporation.
D. "Business Combination" means (a) any merger, consolidation, combination or reorganization of the Corporation or a Subsidiary with or into a Related Person or of a Related Person with or into the Corporation or a Subsidiary, (b) any sale, lease, exchange, transfer, liquidation or other disposition (including without limitation, a mortgage or any other security device) of assets of the Corporation and/or one or more Subsidiaries (including without limitation any voting securities of a Subsidiary) constituting a Substantial Part of the Corporation to a Related Person, (c) any sale, lease, exchange, transfer, liquidation or other disposition (including without limitation, a mortgage or any other security device) of assets of a Related Person (including without limitation any voting securities of a subsidiary of such Related Person) constituting a Substantial Part of such Related Person to the Corporation and/or one or more Subsidiaries, (d) the issuance or transfer of any securities (other than by way of a pro rata distribution to all stockholders) of the Corporation or a Subsidiary to a Related Person that, when aggregated with all prior issuances and transfers to such Related Person of securities of the Corporation or such Subsidiary during the preceding 365 days, constitutes five percent (5%) or more of the outstanding class or series of securities of the Corporation or such Subsidiary, (e) the acquisition by the Corporation or a Subsidiary of any securities issued by a Related Person if, after giving effect thereto, the Corporation and its Subsidiaries would own an aggregate of one percent (1%) or more of (i) the outstanding shares of any class or series of any equity security issued by the Related Person or (ii) the outstanding principal amount of any class or series of any debt security issued by the Related Person (for purposes of such calculation, the Corporation and its Subsidiaries shall be deemed to own at the time of such calculation any such equity or debt securities of the Related Person that may then or thereafter be acquired (x) upon the exercise of
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any options, warrants or other rights then owned by the Corporation or a Subsidiary or (y) upon the conversion or exchange of any other security then owned by the Corporation or a Subsidiary), (f) any recapitalization or reorganization that would have the effect, directly or indirectly, of increasing the voting power of a Related Person, by five percent (5%) or more, and (g) any agreement, contract or other arrangement providing for any of the transactions described in this definition of a Business Combination.
E. "Disinterested Shares" means, as to any Related Person, shares of Voting Stock held by stockholders other than such Related Person.
F. "Effective Date" means the date upon which the merger of The Times Mirror Company, a Delaware corporation, with and into the Corporation becomes effective.
G. "Fair Market Value" means: (a) in the case of stock, the average closing sale price during the thirty (30) day period immediately preceding and including the date in question of a share of such stock on the Composite Tape for securities listed on the New York Stock Exchange, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the average closing bid quotation with respect to a share of such stock during the thirty (30) day period preceding and including the date in question on the Nasdaq National Market or any other quotation reporting system then in general use, or, if no such quotations are available, the Fair Market Value on the date in question of a share of such stock as determined by the Independent Directors in good faith, which determination shall be final; and (b) in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by the Independent Directors in good faith, which determination shall be final. In making such determinations, the Independent Directors may rely in good faith upon the books of account or other records of the Corporation or statements prepared by its officers or by independent accountants or by an appraiser selected with reasonable care by the Board.
H. "Independent Director" means, as to any Related Person, any member of the Board who is unaffiliated with and is not the Related Person.
I. "Related Person" means and includes any individual, corporation, partnership or other person or entity, or any group of two or more of the foregoing that have agreed to act together, that, together with its Affiliates and Associates, Beneficially Owns, in the aggregate, five percent (5%) (the "Threshold Percentage") or more of the outstanding Voting Stock of the Corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity; provided, however, that the term "Related Person" shall not include any employee benefit plan established to provide benefits for employees of the Corporation or its Subsidiaries, any trust established pursuant thereto, or any trustee or fiduciary when acting in such capacity with respect to any such plan or trust.
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J. "Subsidiary" means any corporation in which the Corporation owns, directly or indirectly, securities that entitle the Corporation to elect a majority of the board of directors of such corporation or that otherwise give to the Corporation the power to control such corporation.
K. "Substantial Part" means more than ten percent (10%) of the Fair Market Value of the total consolidated assets of the corporation in question and its subsidiaries as of the end of its most recent fiscal year ending prior to the time the determination is being made.
L. "Voting Stock" means all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors of the Corporation, and each reference to a percentage or portion of shares of Voting Stock shall refer to such percentage or portion of the votes entitled to be cast by such shares.
Article III: Registered Office.
The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The registered agent in charge thereof is The Corporation Trust Company.
Article IV: Business.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the General Corporation Law of the State of Delaware.
Article V: Authorized Capital Stock.
A. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is three hundred five million (305,000,000) shares, of which (i) three hundred million (300,000,000) shares, of a par value of $1.00 per share, shall be Common Stock (the "Common Stock"), and (ii) five million (5,000,000) shares of a par value of $1.00 per share, shall be Preferred Stock (hereinafter called "Preferred Stock"). The Common Stock shall be divided into classes as follows: two hundred eighty-six million (286,000,000) shares of Class A Common Stock ("Class A Stock") and fourteen million (14,000,000) shares of Class C Common Stock ("Class C Stock").
B. Class A Stock and Class C Stock.
1. Powers, Preferences and Rights.
Except as otherwise provided in this Section 2, each share of Common Stock shall be identical.
2. Voting Rights.
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a. If there shall be only one class of Common Stock outstanding, each share of Common Stock shall entitle the holder thereof to one (1) vote.
b. If both classes of Common Stock are issued and outstanding, each share of Class A Stock shall entitle the holder thereof to one (1) vote and each share of Class C Stock shall entitle the holder thereof to ten (10) votes. Except as set forth herein, all actions submitted to a vote of stockholders shall be voted on by the holders of Class A Stock and Class C Stock (as well as the holders of any Preferred Stock, if any, entitled to vote thereon) voting together as a single class.
c. The holders of Class A Stock and Class C Stock shall each be entitled to vote separately as a class with respect to (i) amendments to this Certificate of Incorporation that alter or change the powers, preferences or special rights of their respective class of stock so as to affect them adversely and (ii) such other matters as require class votes under the General Corporation Law of the State of Delaware.
d. Except as otherwise provided by law or pursuant to this Article V or by resolution or resolutions of the Board providing for the issuance of any series of Preferred Stock, the holders of the Class A Stock and the Class C Stock shall have sole voting power for all purposes, each holder of the Class A Stock and Class C Stock being entitled to vote as provided in subparagraph 2.b of paragraph B of Article V.
3. Dividends.
a. If and when dividends on the Class A Stock and Class C Stock are declared payable from time to time by the Board as provided in this subparagraph 3.a of paragraph B of Article V, whether payable in cash, in property or in shares of stock of the Corporation, the holders of Class A Stock and the holders of Class C Stock shall be entitled to share equally, on a per share basis, in such dividends, subject to the limitations described below. If dividends are declared that are payable in shares of Class A Stock or Class C Stock, such dividends shall be payable at the same rate on all classes of Common Stock and the dividends payable in shares of Class A Stock shall be payable only to holders of Class A Stock and the dividends payable in shares of Class C Stock shall be payable only to holders of Class C Stock. If the Corporation shall in any manner subdivide or combine the outstanding shares of Class A Stock or Class C Stock, the outstanding shares of the other class of Common Stock shall be proportionally subdivided or combined in the same manner and on the same basis as the outstanding shares of Class A Stock or Class C Stock, as the case may be, that have been subdivided or combined.
b. Subject to provisions of law and the preferences of the Preferred Stock and of any other stock ranking prior to the Class A Stock or the Class C Stock as to dividends, the holders of the Class A Stock and the Class C Stock shall be entitled to receive dividends at such time and in such amounts as may be determined by the Board and declared out of any funds lawfully available therefor, and shares of Preferred Stock of any class shall not be entitled to share therein except as otherwise expressly provided in the resolution or resolutions of the Board providing for the issue of such series.
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4. Conversion of Class C Stock by Holder.
a. The holder of each share of Class C Stock shall have the right at any time, or from time to time, at such holder's option, to convert such share into one fully paid and nonassessable share of Class A Stock on and subject to the terms and conditions hereinafter set forth.
b. In order to exercise his conversion privilege, the holder of any shares of Class C Stock to be converted shall present and surrender the certificate or certificates representing such shares during usual business hours at any office or agency of the Corporation maintained for the transfer of Class C Stock and shall deliver a written notice of the election of the holder to convert the shares represented by such certificate or any portion thereof specified in such notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Class A Stock issuable on such conversion shall be registered. If required by the Corporation, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation, duly executed by the holder of such shares or his duly authorized representative. Each conversion of shares of Class C Stock shall be deemed to have been effected on the date (the "conversion date") on which the certificate or certificates representing such shares shall have been surrendered and such notice and any required instruments of transfer shall have been received as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Class A Stock shall be issuable on such conversion shall be, for the purpose of receiving dividends and for all other corporate purposes whatsoever, deemed to have become the holder or holders of record of the shares of Class A Stock represented thereby on the conversion date.
c. As promptly as practicable after the presentation and surrender for conversion, as herein provided, of any certificate for shares of Class C Stock, the Corporation shall issue and deliver at such office or agency, to or upon the written order of the holder thereof, certificates for the number of shares of Class A Stock issuable upon such conversion. Subject to the provisions of subparagraph 6 of paragraph B of Article V, in case any certificate for shares of Class C Stock shall be surrendered for conversion of a part only of the shares represented thereby, the Corporation shall deliver at such office or agency, to or upon the written order of the holder thereof, a certificate or certificates for the number of shares of Class C Stock represented by such surrendered certificate that are not being converted. The issuance of certificates for shares of Class A Stock issuable upon the conversion of shares of Class C Stock by the registered holder thereof shall be made without charge to the converting holder for any tax imposed on the Corporation in respect of the issue thereof. The Corporation shall not, however, be required to pay any tax that may be payable with respect to any transfer involved in the issue and delivery of any certificate in a name other than that of the registered holder of the shares being converted, and the Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issue thereof shall have paid to the Corporation the
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amount of such tax or has established to the satisfaction of the Corporation that such tax has been paid.
d. Upon any conversion of shares of Class C Stock into shares of Class A Stock pursuant hereto, no adjustment with respect to dividends shall be made; only those dividends shall be payable on the shares so converted as have been declared and are payable to holders of record of shares of Class C Stock on a date prior to the conversion date with respect to the shares so converted; and only those dividends shall be payable on shares of Class A Stock issued upon such conversion as have been declared and are payable to holders of record of shares of Class A Stock on or after such conversion date.
e. In case of any sale or conveyance of all or substantially all of the property or business of the Corporation as an entirety, a holder of a share of Class C Stock shall have the right thereafter to convert such share into the kind and amount of cash, shares of stock and other securities and properties receivable upon such sale or conveyance by a holder of one share of Class A Stock and shall have no other conversion rights with regard to such share. The provisions of this subparagraph 4.e of paragraph B of Article V shall similarly apply to successive sales or conveyances.
f. Shares of the Class C Stock converted into Class A Stock shall be retired and shall resume the status of authorized but unissued shares of Class C Stock.
g. Such number of shares of Class A Stock as may from time to time be required for such purpose shall be reserved for issuance upon conversion of outstanding shares of Class C Stock.
5. Termination of Class C Stock.
a. All outstanding shares of Class C Stock shall automatically, without any further act or deed on the part of this Corporation or any other person, be converted into shares of Class A Stock on a share-for-share basis:
(1) if, as a result of the existence of the Class C Stock, the Class A Stock is excluded from trading on the New York Stock Exchange, the American Stock Exchange and all other national securities exchanges and is also excluded from quotation on the Nasdaq National Market and any other national quotation system then in use; or
(2) at the option of the Corporation:
(a) at any time when the Board and the holders of a majority of the outstanding shares of the Class C Stock approve the conversion of all of the Class C Stock into Class A Stock; or
(b) if the Board, in its sole discretion, elects to effect a conversion in connection with its approval of any sale or lease of all or any substantial part of the
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Corporation's assets or any merger, consolidation, liquidation or dissolution of the Corporation; or
(c) if the Board, in its sole discretion, elects to effect a conversion after a determination that there has been a material adverse change in the liquidity, marketability or market value of the outstanding Class A Stock, considered in the aggregate, (X) due to the exclusion of the Class A Stock from trading on a national securities exchange or the exclusion of the Class A Stock from quotation on Nasdaq National Market or such other system then in use, or (Y) due to requirements under federal or state law, in any such case as a result of the existence of the Class C Stock.
b. In the event of any automatic conversion of Class C Stock pursuant to this subparagraph 5 of paragraph B of Article V, certificates formerly representing outstanding shares of Class C Stock will thereafter be deemed to represent the number of shares of Class A Stock into which such shares have been converted.
6. Limitation on Transfer of Class C Stock.
a. No record or beneficial owner of shares of Class C Stock may transfer, and the Corporation shall not register the transfer of, such shares of Class C Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a "Permitted Transferee" as provided herein.
(1) In the case of a holder of record of the Class C Stock (the "Class C Holder") who is a natural person and the beneficial owner of the shares of Class C Stock to be transferred, Permitted Transferees shall include only the following:
(a) The spouse of such Class C Holder, any lineal descendant of a grandparent of such Class C Holder, or any spouse of such lineal descendant (herein collectively referred to as "such Class C Holder's Family Members");
(b) The trustee or trustees of a trust (including a voting trust) principally for the benefit of such Class C Holder and/or one or more of such Class C Holder's Family Members; provided, however, that if at any time such trust ceases to meet the requirements of this subparagraph (b), all shares of Class C Stock then held by such trustee or trustees shall immediately and automatically, without further act or deed on the part of the Corporation or any other person, be converted into Class A Stock on a share-for-share basis, and stock certificates formerly representing such shares of Class C Stock shall thereupon and thereafter be deemed to represent a like number of shares of Class A Stock;
(c) A corporation, if sufficient shares entitled to elect at least a majority of the entire board of directors of such corporation are beneficially owned by, or a partnership in which all of the partners are, and all of the partnership interests are owned by, the Class C Holder and/or one or more of the Permitted Transferees of such Class C Holder determined under this subparagraph 6.a of paragraph B of Article V; provided, however, that if by reason of any change in the ownership of such stock or partners or partnership interests, such
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corporation or partnership would no longer qualify as a Permitted Transferee of such Class C Holder, all shares of Class C Stock then held by such corporation or partnership shall immediately and automatically, without further act or deed on the part of the corporation or any other person, be converted into shares of Class A Stock on a share-for-share basis, and stock certificates formerly representing such shares of Class C Stock shall thereupon and thereafter be deemed to represent a like number of shares of Class A Stock;
(d) An organization established by the Class C Holder or such Class C Holder's Family Members, contributions to which are deductible for federal income, estate or gift tax purposes (a "Charitable Organization") and a majority of the governing board of which at all times consists of the Class C Holder and/or one or more of the Permitted Transferees of such Class C Holder, or any successor to such Charitable Organization meeting such definition; provided, however, that if by reason of any change in the composition of the governing board of such Charitable Organization, such Charitable Organization shall no longer qualify as a Permitted Transferee of such Class C Holder, all shares of Class C Stock then held by such Charitable Organization shall immediately and automatically, without further act or deed on the part of the Corporation or any other person, be converted into shares of Class A Stock on a share-for-share basis, and stock certificates formerly representing such shares of Class C Stock shall thereupon and thereafter be deemed to represent a like number of shares of Class A Stock; and
(e) The executor, administrator or personal representative of the estate of a deceased Class C Holder or the trustee of the estate of a bankrupt or insolvent Class C Holder or the guardian or conservator of a Class C Holder adjudged disabled or incompetent by a court of competent jurisdiction, acting in his capacity as such.
(2) In the case of a Class C Holder holding the shares of Class C Stock as trustee pursuant to a trust other than a trust described in subparagraph 6.a(3) below of paragraph B of Article V, Permitted Transferees shall include only the following:
(a) any successor trustee of such trust who is not, and by becoming successor trustee will not become, a Related Person;
(b) the person who established such trust; and
(c) a Permitted Transferee of such person who established such trust.
(3) In the case of a Class C Holder holding the shares of Class C Stock as trustee pursuant to a trust that was irrevocable on the Effective Date (a "Transferor Trust"), Permitted Transferees shall include only the following:
(a) any successor trustee of such Transferor Trust who is described in subparagraph (b), (c) or (d) below or who is not, and by becoming successor trustee will not otherwise become, a Related Person;
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(b) any person to whom or for whose benefit the income may be distributed during the term of such Transferor Trust;
(c) any person to whom or for whose benefit the principal may be distributed either during or at the end of the term of such Transferor Trust whether by power of appointment or otherwise; and
(d) any lineal descendant of a grandparent of the creator of such Transferor Trust, the spouse of such creator and the spouse of any such lineal descendant.
(4) In the case of a Class C Holder that is a partnership and the beneficial owner of the shares of Class C Stock proposed to be transferred, Permitted Transferees shall include only:
(a) any partner of such partnership who was also a partner of such partnership on the Effective Date;
(b) any person transferring shares of Class C Stock to such partnership after the Effective Date (provided, however, that such transferor may not receive shares of Class C Stock in excess of the shares transferred by the transferor to such partnership); and
(c) any Permitted Transferee of such person referred to in subparagraph (a) or (b) above (not in excess of the number of shares that such person is entitled to receive pursuant to this subparagraph 6.a(4) of paragraph B of Article V).
(5) In the case of a Class C Holder that is a corporation and the beneficial owner of the shares proposed to be transferred, Permitted Transferees shall include only:
(a) any shareholder of such corporation on the Effective Date that is generally entitled to vote in the election of directors of such corporation (a "Voting Shareholder");
(b) any shareholder of such corporation on the Effective Date who receives shares of Class C Stock pro rata to his stock ownership in such corporation through a dividend or through a distribution made upon liquidation or reorganization of such corporation;
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