Common use of Distributions on the Preferred Shares Clause in Contracts

Distributions on the Preferred Shares. In case the Company shall fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing company) of evidences of indebtedness, assets (other than a regular periodic cash dividend at a rate not in excess of 125 percent of the rate of the last cash dividend theretofore paid out of the earnings or retained earnings of the Company or a dividend payable in Preferred Shares (but including any dividend payable in shares other than Preferred Shares)), securities or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the current market price per Preferred Share (as defined in Section 11(d) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights) of the portion of the assets, evidences of indebtedness, securities, subscription rights or warrants so to be distributed and applicable to one Preferred Share and the denominator of which shall be such current market price per Preferred Share (as determined pursuant to Section 11(d) hereof). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

Distributions on the Preferred Shares. In case the Company shall fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing company) of evidences of indebtedness, assets (other than a regular periodic cash dividend at a rate not in excess of 125 percent of the rate of the last cash dividend theretofore paid out of the earnings or retained earnings of the Company or a dividend payable in Preferred Shares (but including any dividend payable in shares other than Preferred Shares)), securities or subscription rights or warrants (excluding those referred to in Section SECTION 11(b) hereof), then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the current market price per Preferred Share (as defined in Section SECTION 11(d) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights) of the portion of the assets, evidences of indebtedness, securities, subscription rights or warrants so to be distributed and applicable to one Preferred Share and the denominator of which shall be such current market price per Preferred Share (as determined pursuant to Section SECTION 11(d) hereof). Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.

Distributions on the Preferred Shares. In case the Company shall fix a record date for the making of a distribution to all holders of Preferred Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing company) of evidences of indebtedness, assets (other than a regular periodic cash dividend at a rate not in excess of 125 percent of the rate of the last cash dividend theretofore paid out of the earnings or retained earnings of the Company or a dividend payable in Preferred Shares (but including any dividend payable in shares other than Preferred Shares)), securities or subscription rights or warrants (excluding those referred to in Section 11(b) hereof), then the Purchase Price to be in ------------- effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the current market price per Preferred Share (as defined in Section 11(d) hereof) on such record date, less the fair market value ------------- (as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights) of the portion of the assets, evidences of indebtedness, securities, subscription rights or warrants so to be distributed and applicable to one Preferred Share and the denominator of which shall be such current market price per Preferred Share (as determined pursuant to Section 11(d) hereof). Such adjustments shall ------------- be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.