Common use of Distribution of Rights Clause in Contracts

Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock on the "DISTRIBUTION DATE". The Distribution Date is the earlier to occur of the following two events (or such later date as may be determined by the Board of Directors, upon approval by a majority of Continuing Directors as defined below): 46 o the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired 15% or more of the outstanding Common Stock (thereby becoming an "ACQUIRING PERSON" under the Rights Plan); or o such date as may be determined by the Board of Directors of the Company, upon approval of a majority of the Continuing Directors, after the commencement or announcement of a tender or exchange offer by a person or group for 15% or more of the outstanding Common Stock. Acquisitions by the following persons will not result in the person becoming an Acquiring Person: The Company, any subsidiary or employee benefit plan of the Company, or any other person approved in advance by the Board of Directors and the Continuing Directors. After the Distribution Date, the Rights will be tradable separately from the Common Stock. After the Distribution Date and after the Company's right to redeem (as described below) has expired, the Rights will be exercisable in two different ways depending on the circumstances as set forth below.

Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock Shares on the "DISTRIBUTION DATE". ." The Distribution Date is the earlier to occur of the following two events (or such later date as may be determined by the Board of Directors, upon approval by a majority of Continuing Directors as defined below): 46 o - the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired 15% or more of the outstanding Common Stock Shares (thereby becoming an "ACQUIRING PERSON" under the Rights Plan); or o - such date as may be determined by the Board of Directors of the Company, upon approval of a majority of the Continuing Directors, Directors after the commencement or announcement of a tender or exchange offer by a person or group for 15% or more of the outstanding Common StockShares. Acquisitions by the following persons will not result in the person becoming an Acquiring Person: The Company, any subsidiary or employee benefit plan of the Company, Lilly Endowment, Inc., or any other person approved in advance by the Board of Directors and the Continuing Directors. After the Distribution Date, the Rights will be tradable separately from the Common StockShares. After the Distribution Date and after the Company's right to redeem (as described below) has expired, the Rights will be exercisable in two different ways depending on the circumstances as set forth below.

Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock Shares on the "DISTRIBUTION DATE". Distribution Date." The Distribution Date is the earlier to occur of the following two events (or such later date as may be determined by the Board of Directors, upon approval by a majority of Continuing Directors as defined below): 46 o -- the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired 1510% or more of the outstanding Common Stock Shares (thereby becoming an "ACQUIRING PERSONAcquiring Person" under the Rights Plan); or o -- such date as may be determined by the Board of Directors of the Company, upon approval of a majority of the Continuing Directors, after the commencement or announcement of a tender or exchange offer by a person or group for 1510% or more of the outstanding Common StockShares. Acquisitions by the following persons will not result in the person becoming an Acquiring Person: The the Company, any subsidiary or employee benefit plan of the Company, or any other person approved in advance by the Board of Directors and the Continuing Directors. After the Distribution Date, the Rights will be tradable separately from the Common StockShares. After the Distribution Date and after the Company's ’s right to redeem (as described below) has expired, the Rights will be exercisable in two different ways depending on the circumstances as set forth below.

Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock Shares on the "DISTRIBUTION DATE". ." The Distribution Date is the earlier to occur of the following two three events (or such later date as may be determined by the Board of Directors, upon approval by a majority of Continuing Directors as defined below): 46 o . the tenth day after a public announcement that a person or group of affiliated or associated persons has become an Adverse Person or has acquired 15% or more of the outstanding Common Stock Shares (thereby becoming an "ACQUIRING PERSON" under the Rights Plan); or o such date as may be determined by . the Board of Directors of the Company, upon approval of a majority of the Continuing Directors, tenth day after the commencement of a tender offer or exchange offer, or an announcement of a person's intent to commence a tender or exchange offer by offer, that would result in a person or group for beneficially owning 15% or more of the outstanding Common StockShares; or . the tenth day after the filing by any person of a registration statement with respect to a contemplated exchange offer to acquire beneficial ownership of 15% or more of the outstanding Common Shares. Acquisitions by the following persons will not result in the person becoming an Acquiring Person: The Company, any subsidiary or employee benefit plan of the Company, or any other person approved in advance Xxxx Xxxxx but only to the extent Xx. Xxxxx acquires additional Common Shares as a result of the exercise of stock options granted to him by the Board of Directors and the Continuing DirectorsCompany. After the Distribution Date, the Rights will be tradable separately from the Common StockShares. After the Distribution Date and after the Company's right to redeem (as described below) has expired, the Rights will be exercisable in two different ways depending on the circumstances as set forth below.