Common use of Extraordinary Dividends and Distributions Clause in Contracts

Extraordinary Dividends and Distributions. In case at any time the Company shall declare a dividend or any other distribution upon the shares of Stock payable otherwise than out of current net earnings or earned surplus and otherwise than in shares of Stock or securities convertible into or exchangeable for shares of Stock, then the new Purchase Price in effect immediately after such declaration shall be the Purchase Price in effect immediately prior to such declaration reduced by an amount equal, in the case of a dividend or distribution in cash, to the amount of such dividend or distribution payable per share of Stock or, in the case of any other dividend or distribution, to the fair value of such dividend or distribution per share of Stock at the time such dividend or distribution was declared, as determined by the Board of Directors of the Company. For the purposes of the foregoing, a dividend or distribution other than in cash shall be considered payable out of current net earnings or earned surplus only to the extent that such current net earnings or earned surplus are charged an amount equal to the fair value of such dividend or distribution at the time of the declaration of such dividend or distribution, as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date set for the purposes of such dividend or distribution, or, if a record date is not set, the date as of which the holders of record of shares of Stock entitled to such dividend or distribution are to be determined.

Extraordinary Dividends and Distributions. In case at any time the Company shall declare a dividend or any other distribution upon the shares of Common Stock payable otherwise than out of current net earnings, retained earnings or earned surplus and otherwise than in shares of the Common Stock or securities convertible into or exchangeable for shares of StockConvertible Securities, then the new Purchase Price in effect immediately after such declaration shall be the Purchase Price in effect immediately prior to such declaration shall be reduced by an amount equal, in the case of a dividend or distribution in cash, to the amount of such dividend or distribution thereof payable per share of the Common Stock or, in the case of any other dividend or distribution, to the fair value of such dividend or distribution thereof per share of the Common Stock at the time such dividend or distribution was declared, as determined by the Board of Directors of the CompanyCompany (but in no event shall the Purchase Price be reduced to less than the par value per share of the Common Stock). For the purposes of the foregoing, foregoing a dividend or distribution other than in cash shall be considered payable out of current net earnings, retained earnings or earned surplus only to the extent that such current net earnings, retained earnings or earned surplus are charged an amount equal to the fair value of such dividend or distribution at the time of the declaration of such dividend or distributionthereof, as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date set on which a record is taken for the purposes of such dividend or distribution, or, if a record date is not settaken, the date as of which the holders of record of shares of the Common Stock entitled to such dividend or distribution are to be determined.