Common use of ADJUSTMENT FOR ISSUE OR SALE OF COMMON Clause in Contracts

ADJUSTMENT FOR ISSUE OR SALE OF COMMON. SHARES AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Right ("Issuance Date"), the Company shall issue Common Shares (other than (i) securities outstanding on the date hereof, (ii) awards made pursuant to any company stock option plan awarded to officers, the Company's Board of Trustees, employees or advisors to the Company, or (iii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Trustees or by the Compensation Committee of the Company's Board of Trustees, (such securities, collectively, the "Subject Securities")) for a consideration per share less than the Current Market Price (as defined below) per share (the Current Market Price being the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Right, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of Common Shares theretofore receivable upon the exercise of this Right, a number of Common Shares determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of Common Shares called for on the face of this Right. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of Common Shares of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a prior Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of Common Shares of the Company outstanding immediately after such issue or sale. For the purposes hereof, the Current Market Price per Common Share on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive Business Days before the day in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which such Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations

ADJUSTMENT FOR ISSUE OR SALE OF COMMON. SHARES AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Right ("Issuance Date"), the Company shall issue Common Shares (other than (i) securities outstanding on the date hereof, (ii) awards made pursuant to any company stock option plan awarded to officers, the Company's Board of Trustees, employees or advisors to the Company, or (iii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Trustees or by the Compensation Committee of the Company's Board of Trustees, (such securities, collectively, the "Subject Securities")) for a consideration per share less than the Current Market Price (as defined below) per share (the Current Market Price being the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Right, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of Common Shares or Units theretofore receivable upon the exercise of this Right, a number of Common Shares or Units determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of Common Shares or Units called for on the face of this Right. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of Common Shares of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a prior Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of Common Shares of the Company outstanding immediately after such issue or sale. For the purposes hereof, the Current Market Price per Common Share on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive Business Days before the day in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which such Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations.

ADJUSTMENT FOR ISSUE OR SALE OF COMMON. SHARES AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Right ("Issuance Date"), the Company shall issue Common Shares (other than (i) securities outstanding on the date hereof, (ii) awards made pursuant to any company stock option plan awarded to officers, the Company's Board of Trustees, employees or advisors to the Company, or (iii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Trustees or by the Compensation Committee of the Company's Board of Trustees, (such securities, collectively, the "Subject Securities")) for a consideration per share less than the Current Market Price (as defined below) per share (the Current Market Price being the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Right, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of Common Shares theretofore receivable upon the exercise of this Right, a number of Common Shares determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of Common Shares called for on the face of this Right. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of Common Shares of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a prior Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of Common Shares of the Company outstanding immediately after such issue or sale. For the purposes hereof, the Current Market Price per Common Share on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive Business Days before the day in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which such Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotationssecurities

ADJUSTMENT FOR ISSUE OR SALE OF COMMON. SHARES AT LESS THAN PURCHASE PRICE. In case, at any time or from time to time after the date of issuance of this Right ("Issuance Date"), the Company shall issue Common Shares (other than (i) securities outstanding on the date hereof, (ii) awards made pursuant to any company stock option plan awarded to officers, the Company's Board of Trustees, employees or advisors to the Company, or (iii) awards made pursuant to any incentive compensation plan or arrangement approved by the Company's Board of Trustees or by the Compensation Committee of the Company's Board of Trustees, (such securities, collectively, the "Subject Securities")) for a consideration per share less than the Current Market Price (as defined below) per share (the Current Market Price being the "Trigger Price") (or, if a Pro Forma Adjusted Trigger Price shall be in effect as provided below in this Paragraph 3, then less than such Pro Forma Adjusted Trigger Price per share), then and in each such case the Holder of this Right, upon the exercise hereof as provided in Paragraph 1 hereof, shall be entitled to receive, in lieu of Common Shares theretofore receivable upon the exercise of this Right, a number of Common Shares determined by (a) dividing the Trigger Price by a Pro Forma Adjusted Trigger Price per share to be computed as provided below in this Paragraph 3, and (b) multiplying the resulting quotient by the number of Common Shares called for on the face of this Right. A Pro Forma Adjusted Trigger Price per share shall be the price computed (to the nearest cent, a fraction of half cent or more being considered a full cent): by dividing (i) the sum of (x) the result obtained by multiplying the number of Common Shares of the Company outstanding immediately prior to such issue or sale by the Trigger Price (or, if a prior Pro Forma Adjusted Trigger Price shall be in effect, by such Price), and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the number of Common Shares of the Company outstanding immediately after such issue or sale. For the purposes hereof, the Current Market Price per Common Share on any date shall be deemed to be the average of the daily closing prices for the 10 consecutive Business Days before the day in question. The closing price for each day shall be the last reported sales price regular way or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case on the New York Stock Exchange or, if such Common Shares are not listed or admitted to trading on such Exchange, on the principal national securities exchange on which such Common Shares are listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the National Association of Securities Dealers Automated Quotations.