Common use of Distributions Other than Cash, Rights, Preferences or Privileges Clause in Contracts

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depository shall receive any distribution other than cash, rights, preferences or privileges upon the Designated Preferred Stock, the Depository shall, subject to Sections 3.01 and 3.02, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that the Depository and the Corporation may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided, however, that in case the Corporation or the Depository shall be required to withhold, and shall withhold, from any distribution in respect of the Designated Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly, and such withheld property may be disposed of by the Depository, without any further consent or direction from the Corporation, in such manner as the Depository deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts in respect of which the Corporation or the Depository, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depository of shares of Common Stock (or other Exchange Property) deliverable to the Record Holders of Depositary Shares, as a result of the conversion of the Designated Preferred Stock into Common Stock (or other Exchange Property) in accordance with the terms of the Certificate, except that in such case the distribution of shares of Common Stock (or other Exchange Property) shall be made to Records Holders as of the close of business on the Mandatory Conversion Date. If, in the opinion of the Depository, such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depository withhold an amount on account of taxes or governmental charges) the Depository deems, after consultation with the Corporation, such distribution not to be feasible, then the Corporation may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depository to Record Holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depository, and the Depository shall not make any distribution of such securities or property to the Record Holders of Receipts, unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property has been registered under the Securities Act or does not need to be so registered in connection therewith. In the event of a distribution of securities, whether upon conversion of the Designated Preferred Stock into Common Stock or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depository, or an agent of the Depository or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the Common Stock upon conversion of the Designated Preferred Stock on the Mandatory Conversion Date, in which case the relevant provisions set forth in the Certificate regarding fractional shares of Common Stock shall apply. The sale described in the immediately previous sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depository shall as promptly as practicable notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share, multiplied by the Last Reported Sale Price of such securities (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to “such securities”) on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by the Depository, and the Depository shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities. The Depository shall have no duty or obligation to investigate or inquire whether the amount of funds paid by the Corporation to the Depository for the benefit of the Record Holder(s) in connection with any such sale is correct.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depository Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Designated Convertible Preferred Stock, the Depository Computershare shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that the Depository and the Corporation Computershare may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; providedprovided that, however, that in case the Corporation or the Depository Depositary shall be required to withhold, and shall withhold, withhold from any distribution in respect of the Designated Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced accordinglyas necessary to permit any withholding, and such withheld property may be disposed of by the DepositoryDepositary, without any further consent or direction from the Corporation, in such manner as the Depository Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts the Receipt in respect of which the Corporation or the DepositoryDepositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depository of shares Depositary of Common Stock (or other Exchange Property) deliverable to the Record Holders of Depositary SharesHolders, as a result of the conversion of the Designated Convertible Preferred Stock into Common Stock (or other Exchange Property) in accordance with the terms of the Certificate, except Statement; provided that in such case the distribution of shares of Common Stock (or other Exchange Property) shall be made to Records Record Holders as of the close of business on the Mandatory relevant Conversion Date. If, If in the opinion of the Depository, Computershare such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depository Computershare withhold an amount on account of taxes or governmental chargescharges or in connection with a distribution of fractional shares or other property units) the Depository Computershare deems, after consultation with the Corporation, such distribution not to be feasible, then Computershare may, with the Corporation may approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed or made available for distribution, as the case may be, by the Depository Computershare to Record Holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depository, Computershare and the Depository Computershare shall not make any distribution of such securities or property to the Record Holders of Receipts, Receipts unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property has have been registered under the Securities Act or does do not need to be so registered in connection therewithwith such distributions. In the event of a distribution of securities, whether upon conversion of the Designated Preferred Stock into Common Stock The Person or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been Persons entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depository, or an agent of the Depository or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the any Common Stock issuable upon any conversion shall be treated for all purposes as the Record Holder(s) of the Designated Preferred Stock on the Mandatory Conversion Date, in which case the relevant provisions set forth in the Certificate regarding fractional such shares of Common Stock shall apply. The sale described in the immediately previous sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares close of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depository shall as promptly as practicable notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share, multiplied by the Last Reported Sale Price of such securities (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to “such securities”) business on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by the Depository, and the Depository shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities. The Depository shall have no duty or obligation to investigate or inquire whether the amount of funds paid by the Corporation to the Depository for the benefit of the Record Holder(s) in connection with any such sale is correctapplicable Conversion Date.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depository Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Designated Mandatory Convertible Preferred Stock, the Depository Depositary shall, subject to Sections 3.01 and 3.02, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that the Depository and the Corporation Depositary may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; providedprovided that, however, that in case the Corporation or the Depository Depositary shall be required to withhold, and shall withhold, withhold from any distribution in respect of the Designated Mandatory Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced accordinglyas necessary to permit any withholding, and such withheld property may be disposed of by the DepositoryDepositary, without any further consent or direction from the Corporation, in such manner as the Depository Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts the Receipt in respect of which the Corporation or the DepositoryDepositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depository of shares Depositary of Common Stock (or other Exchange Property) Shares deliverable to the Record Holders of Depositary SharesHolders, as a result of the conversion of the Designated Mandatory Convertible Preferred Stock into Common Stock (or other Exchange Property) Shares in accordance with the terms of the Certificate, except Articles of Incorporation; provided that in such case the distribution of shares of Common Stock (or other Exchange Property) Shares shall be made to Records Record Holders as of the close of business on the Mandatory relevant Conversion Date. If, in the opinion of the DepositoryDepositary, such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depository Depositary withhold an amount on account of taxes or governmental charges) the Depository Depositary deems, after consultation with the Corporation, such distribution not to be feasible, then the Corporation may Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depository Depositary to Record Holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depository, and the Depository shall not make any distribution of such securities or property to the Record Holders of Receipts, unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property has been registered under the Securities Act or does not need to be so registered in connection therewith. In the event of a distribution of securities, whether upon conversion of the Designated Mandatory Convertible Preferred Stock into Common Stock Shares or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the DepositoryDepositary, or an agent of the Depository Depositary or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the Common Stock Shares upon conversion of the Designated Mandatory Convertible Preferred Stock on the Mandatory Conversion DateStock, in which case (A) such Record Holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (x) that same fraction; and (y) the Average VWAP per Common Share over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the relevant provisions set forth in Conversion Date; provided that if more than one share of the Certificate regarding fractional Mandatory Convertible Preferred Stock is surrendered for, or subject to, conversion at one time by or for the same holder, the number of Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Common the Mandatory Convertible Preferred Stock shall applyso surrendered for, or subject to, conversion. The sale described in the immediately previous preceding sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depository Depositary shall as promptly as practicable immediately notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share, multiplied by the Last Reported Closing Sale Price of such securities (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to “such securities”) on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by the DepositoryDepositary, and the Depository Depositary shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities. The Depository shall have no duty person or obligation persons entitled to investigate or inquire whether the amount of funds paid by the Corporation to the Depository for the benefit receive any Common Shares issuable upon any conversion of the Record Holder(sMandatory Convertible Preferred Stock shall be treated for all purposes as the record holder(s) in connection with any of such sale is correctCommon Shares as of the close of business on the relevant Conversion Date.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever the Depository Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Designated Convertible Preferred Stock, the Depository Computershare shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that the Depository and the Corporation Computershare may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; providedprovided that, however, that in case the Corporation or the Depository Depositary shall be required to withhold, and shall withhold, withhold from any distribution in respect of the Designated Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced accordinglyas necessary to permit any withholding, and such withheld property may be disposed of by the DepositoryDepositary, without any further consent or direction from the Corporation, in such manner as the Depository Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of Receipts the Receipt in respect of which the Corporation or the DepositoryDepositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depository of shares Depositary of Common Stock (or other Exchange Property) deliverable to the Record Holders of Depositary SharesHolders, as a result of the conversion of the Designated Convertible Preferred Stock into Common Stock (or other Exchange Property) in accordance with the terms of the Certificate, except Certificate of Designations; provided that in such case the distribution of shares of Common Stock (or other Exchange Property) shall be made to Records Record Holders as of the close of business on the Mandatory relevant Conversion Date. If, If in the opinion of the Depository, Computershare such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depository Computershare withhold an amount on account of taxes or governmental chargescharges or in connection with a distribution of fractional shares or other property units) the Depository Computershare deems, after consultation with the Corporation, such distribution not to be feasible, then Computershare may, with the Corporation may approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 Section 3.1 and 3.02Section 3.2, be distributed or made available for distribution, as the case may be, by the Depository Computershare to Record Holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to the Depository, Computershare and the Depository Computershare shall not make any distribution of such securities or property to the Record Holders of Receipts, Receipts unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property has have been registered under the Securities Act or does do not need to be so registered in connection therewithwith such distributions. In the event of a distribution of securities, whether upon conversion of the Designated Preferred Stock into Common Stock The Person or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been Persons entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depository, or an agent of the Depository or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the any Common Stock issuable upon any conversion shall be treated for all purposes as the Record Holder(s) of the Designated Preferred Stock on the Mandatory Conversion Date, in which case the relevant provisions set forth in the Certificate regarding fractional such shares of Common Stock shall apply. The sale described in the immediately previous sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares close of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depository shall as promptly as practicable notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share, multiplied by the Last Reported Sale Price of such securities (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to “such securities”) business on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for the Remaining Fractional Share Amount to an account selected by the Depository, and the Depository shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities. The Depository shall have no duty or obligation to investigate or inquire whether the amount of funds paid by the Corporation to the Depository for the benefit of the Record Holder(s) in connection with any such sale is correctapplicable Conversion Date.