Common use of Extraordinary Dividends and Distributions Clause in Contracts

Extraordinary Dividends and Distributions. If the Company, at any time while the Warrants are outstanding, shall pay a dividend or make a distribution (including, without limitation, any distribution of other or additional stock or other securities or property or options by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement) in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in Sections 4.1, 4.3 or 4.5, or (b) a regularly scheduled cash distribution payable out of funds from operations of the Company (which shall be computed by the Company in accordance with the April 2002 “White Paper” on funds from operation published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines funds from operations as net income attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles), excluding gains or losses from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the Fair Market Value applicable to one share of Common Stock of such Extraordinary Dividend; provided that, in the event that the amount of such adjustment reduces the Warrant Price to below zero, then in lieu of any adjustment to the Warrant Price, adequate provision shall be made so that the Registered Holder shall receive, at the time such Extraordinary Dividend is paid to the holders of the Common Stock, a pro rata share of such Extraordinary Dividend based upon the maximum number of shares of Common Stock at the time issuable to the Registered Holder (determined without regard to whether the Warrant is exercisable at such time.).

Extraordinary Dividends and Distributions. If the Company shall distribute to all holders of its outstanding Common Stock evidences of indebtedness of the Company, at any time while the Warrants are outstanding, shall pay cash (other than a cash distribution made as a dividend payable or make a distribution (including, without limitation, any distribution of other or additional stock or other securities or property or options by way of dividend or spin-off, reclassification, recapitalization or similar corporate rearrangement) in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in Sections 4.1, 4.3 or 4.5, or (b) a be payable at regularly scheduled cash distribution intervals and payable out of funds from operations earnings or earned surplus legally available for the payment of dividends under the laws of the State of Delaware, but only to the extent that the aggregate of all such dividends paid or declared after the date hereof does not exceed the consolidated net income of the Company (which shall be computed by earned subsegment to the Company in accordance with the April 2002 “White Paper” on funds from operation published by the National Association of Real Estate Investment Trusts (“NAREIT”)date hereof, which defines funds from operations as net income attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles), consistently applied) or assets or securities other than its Common Stock (including stock of a subsidiary or securities convertible into or exercisable for such stock but excluding gains dividends or losses from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint venturesdistributions referred to in Section 5(a) above) (any such non-excluded event being referred to herein as an “Extraordinary Dividend”evidences of indebtedness, cash, assets or securities, the "assets or securities"), then then, in each case, the Warrant Price shall be decreased, effective immediately after adjusted by subtracting from the effective date Warrant Price then in effect the value of the assets or securities that the holder would have been entitled to receive as a result of such Extraordinary Dividend, by distribution had the Fair Market Value applicable to one share Warrant been exercised and the relevant shares of Common Stock issued in the name of the holder immediately prior to the record date for such Extraordinary Dividenddistribution; provided thatthat if, in the event that the amount of after giving effect to such adjustment reduces adjustment, the Warrant Price to below zero, would be less than the then in lieu of any adjustment to the Warrant Price, adequate provision shall be made so that the Registered Holder shall receive, at the time such Extraordinary Dividend is paid to the holders par value of the Common Stock, a pro rata share of the Company shall distribute such Extraordinary Dividend based upon assets or securities to the maximum number of holder as if the holder had exercised the Warrant and the shares of Common Stock at had been issued in the time issuable name of the holder immediately prior to the Registered Holder (determined without regard record date for such distribution. Any adjustment required by this Section 5(b) shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to whether the Warrant is exercisable at record date for the determination of stockholders entitled to receive such timedistribution.).

Extraordinary Dividends and Distributions. (a) If the Company shall distribute to all holders of the Common Stock any shares of capital stock (other than common stock of the Company), at evidences of indebtedness, cash or other assets of the Company (including securities, but excluding (w) any time while the Warrants are outstanding, shall pay a dividend or make a distribution referred to in Section 2.2, (includingx) any rights or warrants referred to in Section 2.1.1 or in the second or third paragraph of this Section 2.1.2, without limitation, (y) any distribution of other or additional stock or other securities or property or options by way of dividend or spin-off, reclassification, recapitalization distribution paid exclusively in cash or similar corporate rearrangement(z) in cashany stocks, securities or other assets property received as a result of a transaction referred to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertiblein Section 2(c), other than (a) as described in Sections 4.1, 4.3 or 4.5, or (b) a regularly scheduled cash distribution payable out of funds from operations of the Company (which shall be computed by the Company in accordance with the April 2002 “White Paper” on funds from operation published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines funds from operations as net income attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles), excluding gains or losses from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures) (any such non-excluded event of the foregoing being hereinafter referred to herein in this Section 2.1.2 as an “Extraordinary Dividend”the "Securities"), then in each such case the Warrant Price shall be decreasedadjusted so that it shall equal the price determined by multiplying (I) the Warrant Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by (II) a fraction, effective immediately after the effective numerator of which shall be the Current Market Price per share of the Common Stock on the record date of such Extraordinary Dividend, mentioned below less the then fair market value (as determined by the Fair Market Value applicable Board of Directors) of the portion of the Securities so distributed to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of the Common Stock on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the day next following the record date for the determination of stockholders entitled to receive such Extraordinary Dividend; distribution (except as provided thatin Section 2.6(b). With respect to the Rights Agreement, dated as of December 31, 2001 (as amended or otherwise modified from time to time, the Rights Agreement"), between the Company and Mellon Investor Services LLC (terms used in this paragraph and not otherwise defined herein having the meanings set forth in the event that the amount of such adjustment reduces Rights Agreement), the Warrant Price to below zero, then in lieu will be adjusted only when the Rights issuable pursuant thereto become exercisable after the Company's right of any adjustment redemption thereunder has expired. Subject to the foregoing, upon the later to occur of the Distribution Date and a Section 11(a)(ii) Event (the "Adjustment Date"), the Warrant Price, adequate provision Price in effect at the opening of business on the Adjustment Date shall be made so that adjusted to equal the Registered Holder price determined by multiplying such Warrant Price by a fraction the numerator of which shall receive, at the time such Extraordinary Dividend is paid be equal to the holders Current Market Price per share of the Common Stock, a pro rata share Stock on the Trading Day immediately prior to the Adjustment Date less an amount equal to the quotient of such Extraordinary Dividend based upon (x) the maximum aggregate fair market value on the Adjustment Date (as determined by the Board of Directors) of the Rights distributed under the Rights Agreement divided by (y) the number of shares of Common Stock outstanding on such day prior to the Adjustment Date and the denominator of which shall be equal to such Current Market Price per share of the Common Stock. Such adjustment shall become effective immediately after the opening of business on the day next following such Adjustment Date. In case the Company shall (other than pursuant to the Rights Agreement) distribute rights or warrants to purchase Common Stock pro rata to all holders of Common Stock which rights or warrants are not at such time immediately exercisable but, upon the occurrence of a specified event or events ("Exercise Trigger Date") will become exercisable and once they become exercisable will entitle, or upon the occurrence of an additional specified event or events ("Price Trigger Date") will entitle, the holder thereof to purchase Common Stock at a price per share of Common Stock less than the Current Market Price of the Common Stock on the Trading Day next succeeding the later of the Exercise Trigger Date or the Price Trigger Date ("Adjustment Trigger Date") and there shall have occurred such Adjustment Trigger Date, thus permitting the holders of such rights or warrants irrevocably to exercise any exchange, subscription or purchase rights conferred by such rights or warrants at a price per share of Common Stock less than such Current Market Price, then the Warrant Price in effect at the time issuable opening of business on the Adjustment Trigger Date shall be adjusted by multiplying (I) such Warrant Price by (II) a fraction, the numerator of which shall be equal to the Registered Holder Current Market Price per share of the Common Stock on the Trading Day immediately prior to the Adjustment Trigger Date less an amount equal to the quotient of (x) the aggregate fair market value on the Adjustment Trigger Date of the rights or warrants so distributed (as determined without regard by the Board of Directors) divided by (y) the number of shares of Common Stock outstanding on such day prior to whether the Warrant is exercisable at Adjustment Trigger Date and the denominator of which shall be equal to such timeCurrent Market Price per share of the Common Stock. Such adjustment shall become effective immediately after the opening of business on the day next following such Adjustment Trigger Date.).

Extraordinary Dividends and Distributions. (a) If the ----------------------------------------- Company shall distribute to all holders of the Common Stock any shares of capital stock (other than common stock of the Company), at evidences of indebtedness, cash or other assets of the Company (including securities, but excluding (w) any time while the Warrants are outstanding, shall pay a dividend or make a distribution referred to in Section 2.2, (includingx) any rights or warrants referred to in Section 2.1.1 or in the second or third paragraph of this Section 2.1.2, without limitation, (y) any distribution of other or additional stock or other securities or property or options by way of dividend or spin-off, reclassification, recapitalization distribution paid exclusively in cash or similar corporate rearrangement(z) in cashany stocks, securities or other assets property received as a result of a transaction referred to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertiblein Section 2(c), other than (a) as described in Sections 4.1, 4.3 or 4.5, or (b) a regularly scheduled cash distribution payable out of funds from operations of the Company (which shall be computed by the Company in accordance with the April 2002 “White Paper” on funds from operation published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines funds from operations as net income attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles), excluding gains or losses from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures) (any such non-excluded event of the foregoing being hereinafter referred to herein in this Section 2.1.2 as an “Extraordinary Dividend”the "Securities"), then in each such case the Warrant Price shall be decreasedadjusted so that it shall equal the price determined by multiplying (I) the Warrant Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution by (II) a fraction, effective immediately after the effective numerator of which shall be the Current Market Price per share of the Common Stock on the record date of such Extraordinary Dividend, mentioned below less the then fair market value (as determined by the Fair Market Value applicable Board of Directors) of the portion of the Securities so distributed to one share of Common Stock, and the denominator of which shall be the Current Market Price per share of the Common Stock on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the day next following the record date for the determination of stockholders entitled to receive such Extraordinary Dividend; distribution (except as provided thatin Section 2.6(b). With respect to the Rights Agreement, dated as of December 31, 2001 (as amended or otherwise modified from time to time, the Rights Agreement"), between the Company and Mellon Investor Services LLC (terms used in this paragraph and not otherwise defined herein having the meanings set forth in the event that the amount of such adjustment reduces Rights Agreement), the Warrant Price to below zero, then in lieu will be adjusted only when the Rights issuable pursuant thereto become exercisable after the Company's right of any adjustment redemption thereunder has expired. Subject to the foregoing, upon the later to occur of the Distribution Date and a Section 11(a)(ii) Event (the "Adjustment Date"), the Warrant Price, adequate provision Price in effect at the opening of business on the Adjustment Date shall be made so that adjusted to equal the Registered Holder price determined by multiplying such Warrant Price by a fraction the numerator of which shall receive, at the time such Extraordinary Dividend is paid be equal to the holders Current Market Price per share of the Common Stock, a pro rata share Stock on the Trading Day immediately prior to the Adjustment Date less an amount equal to the quotient of such Extraordinary Dividend based upon (x) the maximum aggregate fair market value on the Adjustment Date (as determined by the Board of Directors) of the Rights distributed under the Rights Agreement divided by (y) the number of shares of Common Stock outstanding on such day prior to the Adjustment Date and the denominator of which shall be equal to such Current Market Price per share of the Common Stock. Such adjustment shall become effective immediately after the opening of business on the day next following such Adjustment Date. In case the Company shall (other than pursuant to the Rights Agreement) distribute rights or warrants to purchase Common Stock pro rata to all holders of Common Stock which rights or warrants are not at such time immediately exercisable but, upon the occurrence of a specified event or events ("Exercise Trigger Date") will become exercisable and once they become exercisable will entitle, or upon the occurrence of an additional specified event or events ("Price Trigger Date") will entitle, the holder thereof to purchase Common Stock at a price per share of Common Stock less than the Current Market Price of the Common Stock on the Trading Day next succeeding the later of the Exercise Trigger Date or the Price Trigger Date ("Adjustment Trigger Date") and there shall have occurred such Adjustment Trigger Date, thus permitting the holders of such rights or warrants irrevocably to exercise any exchange, subscription or purchase rights conferred by such rights or warrants at a price per share of Common Stock less than such Current Market Price, then the Warrant Price in effect at the time issuable opening of business on the Adjustment Trigger Date shall be adjusted by multiplying (I) such Warrant Price by (II) a fraction, the numerator of which shall be equal to the Registered Holder Current Market Price per share of the Common Stock on the Trading Day immediately prior to the Adjustment Trigger Date less an amount equal to the quotient of (x) the aggregate fair market value on the Adjustment Trigger Date of the rights or warrants so distributed (as determined without regard by the Board of Directors) divided by (y) the number of shares of Common Stock outstanding on such day prior to whether the Warrant is exercisable at Adjustment Trigger Date and the denominator of which shall be equal to such timeCurrent Market Price per share of the Common Stock. Such adjustment shall become effective immediately after the opening of business on the day next following such Adjustment Trigger Date.).