Common use of Flip-in Event Clause in Contracts

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 worth of Common Stock for $50.00. Assuming that Common Stock had a per share value of $12.50 at that time, the holder of each valid Right would be entitled to purchase eight (8) shares of Common Stock for $50.00.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 28.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 56.00 worth of Common Stock for $50.0028.00. Assuming that Common Stock had a per share value of $12.50 7.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) 8 shares of Common Stock for $50.003.50.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associateand certain related parties, whose Rights automatically become null and void) will shall have the right to receive, upon exercise, shares of Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 5.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 10.00 worth of shares of Common Stock (or other consideration, as noted above) for $50.005.00. Assuming that Common Stock had a per share value of $12.50 2.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) five shares of Common Stock for $50.001.00 per share.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 94.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 188.00 worth of Common Stock for $50.0094.00. Assuming that Common Stock had a per share value of $12.50 18.80 at that time, the holder of each valid Right would be entitled to purchase eight (8) 10 shares of Common Stock for $50.009.40.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 300.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 600.00 worth of Common Stock for $50.00300.00. Assuming that Common Stock had a per share value of $12.50 50.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) 12 shares of Common Stock for $50.00300.00.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in In Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 150.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in In Event would entitle its holder to purchase $100.00 300.00 worth of Common Stock for $50.00150.00. Assuming that Common Stock had a per share value of $12.50 22.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) 13.64 shares of Common Stock for $50.0011.00 per share.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 108.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 216.00 worth of Common Stock for $50.00108.00. Assuming that Common Stock had a per share value of $12.50 18.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) 12 shares of Common Stock for $50.009.00.

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Class A Common Stock having a value equal to two times the exercise price of the Right. For example, at an exercise price of $50.00 20.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $100.00 40.00 worth of Class A Common Stock for $50.0020.00. Assuming that Class A Common Stock had a per share value of $12.50 4.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) 10 shares of Class A Common Stock for $50.002.00.