Common use of Changes Affecting Preferred Stock and Reclassifications Clause in Contracts

Changes Affecting Preferred Stock and Reclassifications. Recapitalization, etc. Upon any change in the liquidation preference, or upon ---------------------- any split-up, combination or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in the fraction of an interest represented by one Depositary Share in one share of Preferred Stock, purchase price per Depositary Share to the redemption price or purchase price, as the case may be, of a share of Preferred Stock, in each case as may be required to fully reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of Preferred Stock, or of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation or sale of all or substantially all the assets of the Company, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Stock evidenced by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. The Company shall cause effective provision to be made in the charter or other governing instruments of the resulting, surviving or transferee entity (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving entity in connection with the transactions set forth above. The Company shall cause any such surviving entity (if other than the Company) expressly to assume the obligations of the Company hereunder, by written instrument or agreement executed and delivered on or prior to the effective date of such transaction.

Changes Affecting Preferred Stock and Reclassifications. RecapitalizationRecapitalizations, etc. Upon any change in the liquidation preferencepar or stated value, or upon ---------------------- any split-up, combination or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one share of Preferred Stock, purchase Stock and (b) the ratio of the redemption price per Depositary Share to the redemption price or purchase price, as the case may be, of a share of Preferred Stock, in each case as may be required by or as is consistent with the provisions of the Articles Supplementary to fully reflect the effects of such change in liquidation preferencevalue, split-up, combination or other reclassification of Preferred Stockstock, or of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in liquidation preferencepar or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all the assets of the Company, Company to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Stock evidenced by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. The Company shall cause effective provision to be made in the charter or other governing instruments of the resulting, resulting or surviving or transferee entity corporation (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving entity corporation in connection with the transactions set forth above. The Company shall cause any such surviving entity corporation (if other than the Company) expressly to assume the obligations of the Company hereunder, by written instrument or agreement executed and delivered on or prior to the effective date of such transaction.

Changes Affecting Preferred Stock and Reclassifications. Recapitalization, etc. Upon any change in the liquidation preference, or upon ---------------------- any split-up, combination or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one share of Preferred StockStock and (b) the ratio of the redemption price or, for purposes of Section 2.10 hereof, purchase price per Depositary Share to the redemption price or purchase price, as the case may be, of a share of Preferred Stock, in each case as may be required to fully reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of Preferred Stock, or of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in liquidation preference, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger or consolidation or sale of all or substantially all the assets of the Company, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Stock evidenced by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. The Company shall cause effective provision to be made in the charter or other governing instruments of the resulting, surviving or transferee entity (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving entity in connection with the transactions set forth above. The Company shall cause any such surviving entity (if other than the Company) expressly to assume the obligations of the Company hereunder, by written instrument or agreement executed and delivered on or prior to the effective date of such transaction. In the event that the Amendments become effective in accordance with applicable law and, thereafter, any Excess Stock is issued upon conversion of deposited Preferred Stock, then the terms and provisions of the preceding paragraph of this Section 4.6 shall also be applicable to such Excess Stock as if each reference therein to Preferred Stock were a reference to Excess Stock, mutatis mutandis, and, without limitation to the foregoing, if any adjustment of the nature referred to in clause (i) of the first sentence of such paragraph is made in respect of the Preferred Stock or the Depositary Shares representing Preferred Stock, the same adjustments shall be made in respect of the Excess Stock and the Depositary Shares representing the Excess Stock.

Changes Affecting Preferred Stock and Reclassifications. RecapitalizationRecapitalizations, etc. Upon any change in the liquidation preferencepar or stated value, or upon ---------------------- any split-up, combination or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one share of Preferred Stock, purchase Stock and (b) the ratio of the redemption price per Depositary Share to the redemption price or purchase price, as the case may be, of a share of Preferred Stock, in each case as may be required by or as is consistent with the provisions of the Articles Supplementary to fully frilly reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of Preferred Stockstock, or of such recapitalization, reorganization, merger, amalgamation, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion of or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in liquidation preferencepar or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all the assets of the Company, Company to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the deposited Preferred Stock evidenced by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction, subject to any subsequent change in par or stated value, split-up, combination or other reclassification or any subsequent recapitalization, reorganization, merger, amalgamation or consolidation or sale of substantially all the assets. The Company shall cause effective provision to be made in the charter or other governing instruments of the resulting, resulting or surviving or transferee entity corporation (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving entity corporation in connection with the transactions set forth above. The Company shall cause any such surviving entity corporation (if other than the Company) expressly to assume the obligations of the Company hereunder, by written instrument or agreement executed and delivered on or prior to the effective date of such transaction.

Changes Affecting Preferred Stock and Reclassifications. RecapitalizationRecapitalizations, etc. Upon any change in the liquidation preference, or upon ---------------------- any split-up, combination consolidation or any other reclassification of Preferred Stock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of all or substantially all of the Company's assets, the Depositary shall, upon the instructions of the Company, (i) make such adjustments in the fraction of an interest represented by one Depositary Share in one share of Preferred Stock, purchase price per Depositary Share to the redemption price or purchase price, as the case may be, of a share of Preferred Stock, in each case as may be required to fully reflect the effects of such change in liquidation preference, split-up, combination or other reclassification of Preferred Stock, or of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares of stock or other securities or property (including cash) that shall be received by the Depositary in exchange for or upon conversion of or in respect of the Preferred Stock as new deposited property under this Deposit Agreement, and Receipts then outstanding shall thenceforth represent the proportionate interests of holders thereof in the new deposited property so received in exchange for or upon conversion or in respect of such Preferred Stock. In any such case the Depositary may, in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited property. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in liquidation preferencepar or stated value, split-up, combination or other reclassification of the Preferred Stock or any such recapitalization, reorganization, merger merger, amalgamation or consolidation or sale of all or substantially all the assets of the Company, to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Preferred Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and any other securities and property and cash into which the deposited Preferred Stock evidenced represented by such Receipts might have been converted or for which such Preferred Stock might have been exchanged or surrendered immediately prior to the effective date of such transaction. The Company shall cause effective provision to be made in the charter or other governing instruments of the resulting, surviving or transferee entity (if other than the Company) for protection of such rights as may be applicable upon exchange of the deposited Preferred Stock for securities or property or cash of the surviving entity in connection with the transactions set forth above. The Company shall cause any such surviving entity (if other than the Company) expressly to assume the obligations of the Company hereunder, by written instrument or agreement executed and delivered on or prior to the effective date of such transaction.