Common use of Flip-In Clause in Contracts

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Price. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price of $40.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 worth of Common Shares (or other consideration, as noted above). Assuming a value of $12.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 Common Shares for $40.00.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions)Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 110.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 220.00 worth of Common Shares (or other consideration, as noted above)) for $110.00. Assuming a value of $12.00 55.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 four Common Shares for $40.00110.00.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 45.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 90.00 worth of Common Shares (or other consideration, as noted above)) for $45.00. Assuming a value of $12.00 9.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 ten Common Shares for $40.0045.00.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions)Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 50.00 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 100.00 worth of Common Shares (or other consideration, as noted above)) for $50.00. Assuming a value of $12.00 25.00 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 four Common Shares for $40.0050.00.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Ordinary Shares (or, in certain circumstances, Preferred Preference Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 35 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 70 worth of Common Ordinary Shares (or other consideration, as noted above). Assuming a value of $12.00 17.50 per Common Ordinary Share at such time, the holder of each valid Right would be entitled to purchase 6.67 Common four Ordinary Shares for $40.0035.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 35 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 70 worth of Common Shares (or other consideration, as noted above). Assuming a value of $12.00 17.50 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 four Common Shares for $40.0035.

Flip-In. If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement (with certain limited exceptions)Person, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the Purchase Priceexercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. For example, at a Purchase Price an exercise price of $40.00 35 per Right, each Right not owned by an Acquiring Person following an event set forth in the preceding paragraph would entitle its holder to purchase $80.00 70 worth of Common Shares (or other consideration, as noted above)) for $35. Assuming a value of $12.00 17.50 per Common Share at such time, the holder of each valid Right would be entitled to purchase 6.67 four Common Shares for $40.0035.