Common use of Book Entry Form Clause in Contracts

Book Entry Form. Shares of Convertible Preferred Stock may be issued (or reissued) in the form of one or more global certificates (“Global Preferred Shares”) to be deposited on behalf of one or more Holders thereof with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or its nominee. Each Global Preferred Share will bear the Global Certificate Legend and the 144A Restricted Stock Legend (if applicable). The number of outstanding shares of Convertible Preferred Stock represented by Global Preferred Shares may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent and DTC to reflect such changes as provided for herein. Members of, or participants in, DTC shall have no powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may be treated by the Corporation, the Transfer Agent and any agent of the Corporation or the Transfer Agent as the record and absolute owner of such Global Preferred Shares for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent or any agent of the Corporation or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its members and participants, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares.

Book Entry Form. Shares of (a) The Mandatory Convertible Preferred Stock may shall be issued (or reissued) in the global form of one or more global certificates (“Global Preferred Shares”) to be deposited on behalf of eligible for book-entry settlement with the Depositary, represented by one or more Holders thereof with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and stock certificates in global form registered in the name of DTC the Depositary or its nominee. Each Global Preferred Share will bear a nominee of the Global Certificate Legend and Depositary bearing the 144A Restricted Stock Legend (if applicable). form of global securities legend set forth in Exhibit A. The aggregate number of outstanding shares of the Mandatory Convertible Preferred Stock represented by each stock certificate representing Global Preferred Shares may from time to time be increased or decreased by adjustments made on a notation by the records of the Registrar and Transfer Agent and DTC on Schedule I attached to reflect such changes as provided for herein. the stock certificate. (b) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if anyrights under this Certificate of Designations, with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may the Depositary shall be treated by the Corporation, the Transfer Agent Registrar and any agent of the Corporation or the Transfer Agent Registrar as the record and absolute owner of such Global the Mandatory Convertible Preferred Shares for all purposes whatsoeverStock. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent Registrar or any agent of the Corporation or the Transfer Agent Registrar from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its members and participantsAgent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a holder of a beneficial ownership interest in any shares of the Mandatory Convertible Preferred Stock. The Holders may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Mandatory Convertible Preferred Stock, this Certificate of Designations or the Amended and Restated Certificate of Incorporation. (c) Transfers of a Global Preferred Share shall be limited to transfers of such Global Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (d) If DTC is at any time unwilling or unable to continue as Depositary for the Global Preferred Shares or DTC ceases to be registered as a “clearing agency” under the Exchange Act, and in either case a successor Depositary is not appointed by the Corporation within 90 days, the Corporation shall issue certificated shares in exchange for the Global Preferred Shares. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates, in substantially the form attached hereto as Exhibit A, representing an equal aggregate Liquidation Preference. Such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by DTC in a written instrument to the Registrar.

Book Entry Form. (a) Shares of Mandatory Convertible Preferred Stock may shall be issued (or reissued) in the global form of one or more global certificates (“Global Preferred Shares”) to be deposited on behalf of eligible for book-entry settlement with the Depositary, represented by one or more Holders thereof with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and stock certificates in global form registered in the name of DTC the Depositary or its nominee. Each Global Preferred Share will bear a nominee of the Global Certificate Legend and Depositary bearing the 144A Restricted Stock Legend (if applicable). form of global securities legend set forth in Exhibit A. The aggregate number of outstanding shares of Mandatory Convertible Preferred Stock represented by each stock certificate representing Global Preferred Shares may from time to time be increased or decreased by adjustments made on a notation by the records of the Registrar and Transfer Agent and DTC on Schedule I attached to reflect such changes as provided for herein. the stock certificate. (b) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no powers (including voting powers), if any, and rights under the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if anyStatement with Respect to Shares, with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may the Depositary shall be treated by the Corporation, the Transfer Agent Registrar and any agent of the Corporation or the Transfer Agent Registrar as the record and absolute owner of such the Mandatory Convertible Preferred Stock held as Global Preferred Shares for all purposes whatsoeverShares. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent Registrar or any agent of the Corporation or the Transfer Agent Registrar from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its members and participantsAgent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a holder of a beneficial interest in any shares of Mandatory Convertible Preferred Stock. The Holders may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Mandatory Convertible Preferred Stock, the Statement with Respect to Shares, or the Articles of Incorporation. (c) Transfers of a Global Preferred SharesShare shall be limited to transfers of such Global Preferred Share in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (d) If DTC is at any time unwilling or unable to continue as Depositary for the Global Preferred Shares or DTC ceases to be registered as a “clearing agency” under the Exchange Act, and in either case a successor Depositary is not appointed by the Corporation within 90 days, the Corporation shall issue certificated shares in exchange for the Global Preferred Shares or otherwise provide for alternate book-entry arrangements with respect to the Mandatory Convertible Preferred Stock. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates, in substantially the form attached hereto as Exhibit A, representing an equal aggregate Liquidation Preference or otherwise exchanged pursuant to such alternate book-entry arrangements providing for beneficial interests of an equal aggregate Liquidation Preference. If definitive stock certificates are issued pursuant to this Section 21(d), such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by DTC in a written instrument to the Registrar.

Book Entry Form. Shares of Convertible Preferred Stock may be issued (or reissued) in the form of one or more global certificates (“Global Preferred Shares”) to be deposited on behalf of one or more Holders thereof with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or its nominee. Each Global Preferred Share will bear the Global Certificate Legend and the 144A Restricted Stock Legend (if applicable)Legend. The number of outstanding shares of Convertible Preferred Stock represented by Global Preferred Shares may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent and DTC to reflect such changes as provided for herein. Members of, or participants in, DTC shall have no powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may be treated by the Corporation, the Transfer Agent and any agent of the Corporation or the Transfer Agent as the record and absolute owner of such Global Preferred Shares for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent or any agent of the Corporation or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its members and participants, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Shares.

Book Entry Form. Shares of (a) The Mandatory Convertible Preferred Stock may shall be issued (or reissued) in the form of one or more permanent global certificates shares of Mandatory Convertible Preferred Stock in definitive, fully registered form eligible for book-entry settlement with the global legend as set forth on the form of Mandatory Convertible Preferred Stock certificate attached hereto as Exhibit A (each, a “Global Preferred Certificate” and the shares of Mandatory Convertible Preferred Stock represented by such Global Preferred Certificate, the “Global Preferred Shares”) ), which is hereby incorporated in and expressly made part of this Certificate of Designations. The Global Preferred Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Certificates shall be deposited on behalf of one or more the Holders thereof represented thereby with the Transfer AgentRegistrar, at its New York office as custodian for DTC (or with such other custodian as DTC may direct)the Depositary, and registered in the name of DTC or its nomineethe Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. Each The aggregate number of shares represented by each Global Preferred Share will bear the Global Certificate Legend and the 144A Restricted Stock Legend (if applicable). The number of outstanding shares of Convertible Preferred Stock represented by Global Preferred Shares may from time to time be increased or decreased by adjustments made on the records of the Transfer Agent Registrar and DTC the Depositary or its nominee as hereinafter provided. This Section 21(a) shall apply only to reflect such changes a Global Preferred Certificate deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section 21(a), countersign and deliver any Global Preferred Certificate that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as provided custodian for hereinthe Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no powers (including voting powers), if any, and the preferences and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, rights under this Certificate of Designations with respect to the shares of Convertible Preferred Stock evidenced by any Global Preferred Shares Share held on their behalf by DTC the Depositary or any by the Registrar as the custodian of DTC the Depositary, or under such Global Preferred SharesShare, and DTC the Depositary may be treated by the Corporation, the Transfer Agent Registrar and any agent of the Corporation or the Transfer Agent Registrar as the record and absolute owner of such Global Preferred Shares Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent Registrar or any agent of the Corporation or the Transfer Agent Registrar from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its members and participantsAgent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, this Certificate of Designations or the Charter. Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Mandatory Convertible Preferred Stock, unless (x) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for the Depositary within 90 days. In any such case, the Global Preferred Certificates shall be exchanged in whole for definitive stock certificates that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.