Common use of Adjustments Prior to Trigger Date Clause in Contracts

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth of a share of Preferred Stock for $200 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth of a share of Preferred Stock are each $200). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth of a share of Preferred Stock would remain $200 so that the price for each one two-hundredth of a share of Preferred Stock purchasable with each Right would be $100.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one oneten-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one oneten-hundredth thousandth of a share of Preferred Stock for $200 (and accordingly the initial Exercise Amount and the initial Purchase Price per one oneten-hundredth thousandth of a share of Preferred Stock are each $200). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one twotwenty-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one oneten-hundredth thousandth of a share of Preferred Stock would remain $200 so that the price for each one twotwenty-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $100.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth one- thousandth of a share of Preferred Stock for $200 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth one- thousandth of a share of Preferred Stock are each $200). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock would remain $200 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $100.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 300 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200300). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100150; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth one- thousandth of a share of Preferred Stock would remain $200 300 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $100150.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, shares or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 100 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200100). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10050; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth one- thousandth of a share of Preferred Stock would remain $200 100 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $10050.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 150 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200150). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10075; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock would remain $200 150 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $10075.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement Reincorporation and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after to such stock split; (C) The Purchase Price for each one one-hundredth one thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after to such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock Share purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth of a thousandth share of Preferred Stock for $200 130 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth of a onethousandth share of Preferred Stock are each $200130). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10065; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth of a one- thousandth share of Preferred Stock would remain $200 130 so that the price for each one two-hundredth twothousandths of a share of Preferred Stock purchasable with each Right would be $10065.

Adjustments Prior to Trigger Date. (1) In the event the Company Trust shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock Shares payable in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock Shares into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock Shares into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock Shares outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock Share outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock Shares outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock Shares outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock Share shall not change; and (D) The fraction of a share of Preferred Stock Share purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock Share purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock Share for $200 120 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock Share are each $200120). Assume further that prior to the Distribution Date, the Company Trust splits its Common Stock Shares two for one (thereby doubling the number of shares of Common Stock Shares outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock Share outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10060; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one twoone-hundredth thousandth of one share of Preferred StockShare; and (v) the Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock Share would remain $200 120 so that the price for each one twoone-hundredth thousandth of a share of Preferred Stock Share purchasable with each Right would be $10060.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 100 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200100). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10050; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth one- thousandth of a share of Preferred Stock would remain $200 100 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $10050.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock splitStock Split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock would remain $200 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $100.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "stock split") then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one one-hundredth thousandth of a share of Preferred Stock for $200 180 (and accordingly the initial Exercise Amount and the initial Purchase Price per one one-hundredth thousandth of a share of Preferred Stock are each $200)180. Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $10090; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one two-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one one-hundredth thousandth of a share of Preferred Stock would remain $200 180 so that the price for each one two-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $10090.

Adjustments Prior to Trigger Date. (1) In the event the Company shall at any time after the date of this Agreement and prior to the Trigger Date (i) pay a dividend or make a distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares, (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares (and any of the actions described in clauses (i), (ii) or (iii) are herein called a "“stock split"”) then: (A) The number of Rights outstanding shall be adjusted so that after giving effect to such stock split the number of Rights outstanding shall be exactly equal to the number of shares of Common Stock outstanding (and so that prior to the Distribution Date one Right shall be associated with every share of Common Stock outstanding after such stock split); (B) The Exercise Amount shall be adjusted by multiplying the Exercise Amount in effect immediately prior to such stock split by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such stock split and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such stock split; (C) The Purchase Price for each one oneten-hundredth thousandth of a share of Preferred Stock shall not change; and (D) The fraction of a share of Preferred Stock purchasable with each Right immediately after such stock split shall be equal to the product derived by multiplying the fraction of a share of Preferred Stock purchasable with each Right immediately prior to such stock split times the fraction cited in clause (B) above. The following example illustrates the intended operation of the preceding provisions. Assume that initially initially, each Right would (when and if it became exercisable) entitle its holder to purchase one oneten-hundredth thousandth of a share of Preferred Stock for $200 (and accordingly the initial Exercise Amount and the initial Purchase Price per one oneten-hundredth thousandth of a share of Preferred Stock are each $200). Assume further that prior to the Distribution Date, the Company splits its Common Stock two for one (thereby doubling the number of shares of Common Stock outstanding). The intended operation of the preceding adjustment provisions is that: (i) the number of Rights outstanding would also double; (ii) one Right would be associated with each share of Common Stock outstanding after the stock split; (iii) each Right would have an Exercise Amount equal to $100; (iv) each Right will entitle its holder (when and if the Right becomes exercisable) to purchase one twotwenty-hundredth thousandth of one share of Preferred Stock; and (v) the Purchase Price for each one oneten-hundredth thousandth of a share of Preferred Stock would remain $200 so that the price for each one twotwenty-hundredth thousandth of a share of Preferred Stock purchasable with each Right would be $100.