Common use of Certain Additional Rights Clause in Contracts

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)), then the Debentureholders, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders so converting, the Company may, in lieu of distributing to such Debentureholder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c6(a)(iv) or (d6(a)(v) (including, without limitation, dividends or distributions referred to in the last sentence two sentences of Section 4.3(c6(a)(iv)), then the Debentureholdersholder of each Warrant, upon the conversion exercise thereof subsequent to the close Close of business Business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Shares Amount adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into for which the Debentures are convertedsuch Warrant is exercised, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders holders so convertingexercising, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion exercise of Debentures a Warrant described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the Warrant so converted exercised is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Sun Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Sun Common Stock into which the Convertible Debentures are converted, the portion of the shares of Sun Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Sun Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Sun Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Sun Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Sun Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Sun Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Sun Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by ------------------------- dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c14.03(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c14.03(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (Norfolk, Virginia time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive receive, for each share of Common Stock into which the Debentures securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c15.3 (c) or (d15.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c15.3(d)), then the DebentureholdersHolder of Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c6.4(c) or (d6.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c6.4(c)), then the Debentureholders, Holders of the 1998A Debentures upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the 1998A Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of 1998A Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of 1998A Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) or (d1303(c) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)12.3(c), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in evidenced by a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the shares of Common Stock is are then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)), then the Debentureholders, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders so converting, the Company may, in lieu of distributing to such Debentureholder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such shares of Common Stock, rights, 39 warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, ------------------------- by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the 103 Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose -------- ------- election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, -------- that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment (such that the Conversion Price is not adjusted with respect to such distribution) in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) or (d4.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)), then the Debentureholders, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Floor adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders so converting, the Company may, in lieu of distributing to such Debentureholder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder is so entitled, provided, that such due xxxx bill (i) meets any applicable requirements of the principal national securities quotation system or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c12.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)12.3(d), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in evidenced by a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.3 (d) or (d13.3(e) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.3(d)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, provided that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, ; provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.03(c) or (d13.03(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.03(c)), then the DebentureholdersHolder of the Debt Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Debt Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolution) of Directors with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Debt Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Debentureholders Holder of Debt Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c13.3(c) or (d) (including, without limitation, including dividends or distributions referred to in the last sentence of Section 4.3(c13.3(c)), then the DebentureholdersHolders, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holders any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holders an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, provided that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolders of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled enti- - 92 - 101 tled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(cSec tion 13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the 111 election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.03(c) or (d13.03(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.03(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of 98 -90- Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolution) of Directors with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock 97 into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c17.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c17.3(c)), then the Debentureholdersholder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (Eastern time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Securityholders so converting, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c6(a)(iv) or (d6(a)(v) (including, without limitation, dividends or distributions referred to in the last sentence two sentences of Section 4.3(c6(a)(iv)), then the Debentureholdersholder of each Warrant, upon the conversion exercise thereof subsequent to the close Close of business Business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Shares Amount adjustment in respect of such distributiondistribu- tion, shall also shall be entitled to receive for each share of Common Stock into for which the Debentures are convertedsuch Warrant is exercised, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders holders so convertingexercising, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion exercise of Debentures a Warrant described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the Warrant so converted exercised is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c14.03(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c14.03(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (Richmond, Virginia time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive receive, for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c17.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c17.3(c)), then the Debentureholdersholder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Securityholders so converting, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of indebtednessinxxxxedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, that such due xxxx bill (i) meets any applicable requirements of the principal national securities quotation system sxxxxities exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c15.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)15.3(d), then the DebentureholdersHolder of Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with 69 75 the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) 77 (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c12.4(c) or (d12.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c12.4(c)), then the Debentureholders, Holders of the Debentures upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.or

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)), then the Debentureholders, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders so converting, the Company may, in lieu of distributing to such Debentureholder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder is so entitled, provided, that such due xxxx bill (i) meets any applicable requirements of the principal national securities quotation system or other market in, on or by which the Common Stock is then traded, listed or quoted, and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c6.3(c) or (d6.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c6.3(e)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedprovid- - 106 - 117 ed, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c7.3 (c) or (d7.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(d)), then the DebentureholdersHolder of Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be -------- ------- evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.6(c) or (d13.6(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.6(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Rate adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the 74 Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c7.3(a)(iv) or (d7.3(a)(v) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(a)(vi)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive re ceive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c7.3(c) or (d7.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(d)), then ) the DebentureholdersHolder of Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of indebtednessixxxxtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ia) meets any applicable requirements of the principal national securities quotation system securitiex xxchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c7.3(c) or (d7.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(d)), then ) the DebentureholdersHolder of Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c7.3 (c) or (d7.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(e)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c5.01(d) or (d5.01(e) (including, without limitation, dividends or distributions referred to in the last sentence two sentences of Section 4.3(c5.01(d)), then the Debentureholdersholder of each Warrant, upon the conversion exercise thereof subsequent to the close Close of business Business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Shares Amount adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into for which the Debentures are convertedsuch Warrant is exercised, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders holders so convertingexercising, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive Directors and described in a resolution of the Board Resolutionof Directors). If any conversion exercise of Debentures a Warrant described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the Warrant so converted exercised is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the CNF Common Stock referred to in Section 4.3(c7.3 (c) or (d7.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(e)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of CNF Common Stock into which the Convertible Debentures are converted, the portion of the shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of CNF Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of CNF Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the CNF Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of CNF Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c205(c) or (d205(d) (including, without limitation, including dividends or distributions referred to in the last sentence of Section 4.3(c205(c)), then the DebentureholdersHolders of the Series A Notes, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment (such that the Conversion Price is not adjusted with respect to such distribution) in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Debentures Series A Notes are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures Series A Notes described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which that the Debentureholders Holder of Series A Notes so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock Shares referred to in Section 4.3(c12.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)12.3(d), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock Share into which the Convertible Debentures are converted, the portion of the shares of Common StockShares, rights, warrants, evidences 727411.13 44 of indebtedness, shares of capital stockCapital Stock, cash and assets so distributed applicable to one share of Common StockShare; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Trustees) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of DirectorsTrustees, whose determination shall be conclusive and described in evidenced by a resolution of the Board Resolutionof Trustees). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock Shares which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Trustees) to distribute to such Debentureholder Holder a due xxxx for the shares of Common StockShares, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is Shares are then traded, traded and (iib) requires payment or delivery of such shares of Common StockShares, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock Share receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the CNF Common Stock referred to in Section 4.3(c7.3(a)(iv) or and (dv) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c7.3(a)(iv)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of CNF Common Stock into which the Convertible Debentures are converted, the portion of the shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of CNF Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of CNF Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other principal securities market on which the CNF Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of CNF Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of CNF Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c5.01(d) or (d5.01(e) (including, without limitation, dividends or distributions referred to in the last sentence two sentences of Section 4.3(c5.01(d)), then the Debentureholdersholder of each Warrant, upon the conversion exercise thereof subsequent to the close Close of business Business on the date fixed for the determination of shareholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Shares Amount adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into for which the Debentures are convertedsuch Warrant is exercised, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders holders so convertingexercising, the Company may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive Directors and described in a resolution of the Board Resolutionof Directors). If any conversion exercise of Debentures a Warrant described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the Warrant so converted exercised is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of evidencxx xf indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, provided that such due xxxx bill (i) meets any applicable requirements of the principal national nxxxxnal securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.03 (iv) or (d13.03(v) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.03(iv)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, ; provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c1303(c) or (d1303(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(c)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Convertible Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c12.4(c) or (d12.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c12.4(c)), then the Debentureholders, Holders of the Debentures upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stockCapital Stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c12.3(c) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c12.3(d)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in evidenced by a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c4.4(c) or (d4.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c4.4(c)), then the DebentureholdersHolders of the Series A Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Series A Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders of Series A Debentures so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Series A Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Debentureholders Holder of Series A Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company Corporation shall, by dividend or otherwise, authorize, declare or make a distribution on its Common Stock referred to in Section 4.3(c8(c)(iv) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)8(c)(v), then the Debentureholdersholder of each share of Series B Cumulative Convertible Preferred Stock, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distributiondistribution pursuant to Section 8(c)(iv) or Section 8(c)(v), also shall be entitled to receive for each share of Common Stock into which the Debentures are such share of Series B Cumulative Convertible Preferred Stock is converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company Corporation (whose election shall be evidenced by a vote of the Board Resolutionof Directors) with respect to all Debentureholders holders so converting, the Company Corporation may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the CompanyCorporation, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a vote of the Board Resolutionof Directors). If any conversion of Debentures a share of Series B Cumulative Convertible Preferred Stock described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the share of Series B Cumulative Convertible Preferred Stock so converted is entitled to receive in accordance with the immediately preceding sentence, the Company Corporation may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, ; provided that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.. The rights provided in this Section 8(k) with respect to distribution referred to in Section 8(c)(iv) or

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c6.3 (c) or (d6.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c6.3(e)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.bill

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be -------- ------- evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx -------- (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Class A Common Stock into which the Debentures are converted, the portion of the shares of Class A Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Class A Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Class A Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Class A Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Class A Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Class A Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c7.01(C) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)7.01(D), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which that the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx bill for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, ; provided, that such due xxxx bill (ia) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.the

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 4.3(c13.4(c) or (d13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.4(c)), then the DebentureholdersHolders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Company Common Stock into which the Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Company Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.03(c) or (d13.03(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.03(c)), then the DebentureholdersHolder of the Debentures, upon the conversion thereof subsequent to the close of business (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, ; provided that such due xxxx bill (ix) meets any applicable requirements of the principal national securities exchange, quotation system or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.94 87

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c13.03(c) or (d13.03(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c13.03(c)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures Securities are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolution) of Directors with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company Rollins shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in Section 4.3(c) 7.3.3 or (d) 7.3.4 (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)7.3.3), then the DebentureholdersLaidlaw, upon the conversion thereof xx xxx Debenture subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are Debenture is converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company Rollins (whose election shall electxxx xxxll be evidenced by a Board Resolution) with respect to all Debentureholders so convertingresolution of the Board), the Company Rollins may, in lieu of distributing xx xxxtributing to such Debentureholder Laidlaw any portion of such distribution xxxxxxxution not consisting of cash or securities of the CompanyRollins, pay such Debentureholder Laidlaw an amount in cash equal amouxx xx xxxx xqual to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolutionresolution of the Board). If any conversion of Debentures the Debenture described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders so converted Laidlaw is entitled to receive xx xxxxive in accordance with the immediately preceding sentence, the Company Rollins may elect (such election to elecxxxx xx be evidenced by a Board Resolutionresolution of the Board) to distribute to such Debentureholder Laidlaw a due xxxx bill for the shares of Common sxxxxx xf Commox Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Laidlaw is so entitled, provided, that provxxxx xxat such due xxxx bill (i) meets any applicable axxxxcable requirements of the principal national securities quotation system New York Stock Exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c6.3 (c) or (d6.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c6.3(e)), then the DebentureholdersHolder of the Convertible Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Convertible Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Convertible Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Convertible Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, providedPROVIDED, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c13.3(c) or (d) (including, without limitation, including dividends or distributions referred to in the last sentence of Section 4.3(c13.3(c)), then the DebentureholdersHolders, upon the conversion thereof subsequent to the close of business 5:00 p.m. (New York City time) on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a Board Resolution) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holders any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holders an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Fleetwood Common Stock referred to in Section 4.3(c1303(a)(iv) or and (dv) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c1303(a)(iv)), then the DebentureholdersHolder of the Securities, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Fleetwood Common Stock into which the Convertible Debentures are converted, the portion of the shares of Fleetwood Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Fleetwood Common Stock; providedPROVIDED, howeverHOWEVER, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holders any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holders an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures Securities described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Fleetwood Common Stock which that the Debentureholders Holder of Securities so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder Holder a due xxxx for the shares of Fleetwood Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx (ia) meets any applicable requirements of the principal national securities quotation system exchange or other principal securities market on which the Fleetwood Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Fleetwood Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Fleetwood Common Stock receiving such distribution.

Certain Additional Rights. In case the Company Corporation shall, by dividend or otherwise, authorize, declare or make a distribution on its Common Stock referred to in Section 4.3(c8(c)(iv) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)8(c)(v), then the Debentureholdersholder of each share of Series B Cumulative Convertible Preferred Stock, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distributiondistribution pursuant to Section 8(c)(iv) or Section 8(c)(v), also shall be entitled to receive for each share of Common Stock into which the Debentures are such share of Series B Cumulative Convertible Preferred Stock is converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company Corporation (whose election shall be evidenced by a vote of the Board Resolutionof Directors) with respect to all Debentureholders holders so converting, the Company Corporation may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the CompanyCorporation, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a vote of the Board Resolutionof Directors). If any conversion of Debentures a share of Series B Cumulative Convertible Preferred Stock described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the share of Series B Cumulative Convertible Preferred Stock so converted is entitled to receive in accordance with the immediately preceding sentence, the Company Corporation may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, ; provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.. The rights provided in this Section 8(k) with respect to distribution referred to in Section 8(c)(iv) or

Certain Additional Rights. In case the Company Corporation shall, by ------------------------- dividend or otherwise, authorize, declare or make a distribution on its Common Stock referred to in Section 4.3(c8(c)(iv) or (d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c)8(c)(v), then the Debentureholdersholder of each share of Series B Cumulative Convertible Preferred Stock, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio conversion price adjustment in respect of such distributiondistribution pursuant to Section 8(c)(iv) or Section 8(c)(v), also shall be entitled to receive for each share of Common Stock into which the Debentures are such share of Series B Cumulative Convertible Preferred Stock is converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the -------- ------- election of the Company Corporation (whose election shall be evidenced by a vote of the Board Resolutionof Directors) with respect to all Debentureholders holders so converting, the Company Corporation may, in lieu of distributing to such Debentureholder holder any portion of such distribution not consisting of cash or securities of the CompanyCorporation, pay such Debentureholder holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a vote of the Board Resolutionof Directors). If any conversion of Debentures a share of Series B Cumulative Convertible Preferred Stock described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders holder of the share of Series B Cumulative Convertible Preferred Stock so converted is entitled to receive in accordance with the immediately preceding sentence, the Company Corporation may elect (such election to be evidenced by a resolution of the Board Resolutionof Directors) to distribute to such Debentureholder holder a due xxxx for the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder holder is so entitled, provided, ; provided that such due xxxx (i) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (ii) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution. The rights provided in this Section 8(k) with respect to distribution referred to in Section 8(c)(iv) or Section 8(c)(v) shall be in lieu of, and not in addition to, the rights accorded to holders of Series B Cumulative Convertible Preferred Stock in those Sections.

Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its the Common Stock referred to in Section 4.3(c15.3 (c) or (d15.3(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 4.3(c15.3(d)), then the DebentureholdersHolder of Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of shareholders stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Ratio Price adjustment in respect of such distribution, shall also shall be entitled to receive for each share of Common Stock into which the Debentures are converted, the portion of the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board Resolutionof Directors) with respect to all Debentureholders Holders so converting, the Company may, in lieu of distributing to such Debentureholder Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Debentureholder Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board Resolutionof Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Debentureholders Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution) to distribute to such Debentureholder Holder a due xxxx for bill xxx the shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Debentureholder Holder is so entitled, provided, that such due xxxx bill (ix) meets any applicable requirements of the principal national securities quotation system exchange or other market on which the Common Stock is then traded, traded and (iib) requires payment or delivery of such shares of Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Common Stock receiving such distribution.capital