Common use of Issuance of New Rights Certificates Clause in Contracts

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in ----------------------------------- provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at in its optiondiscretion, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or number, kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Class A Common Stock and/or shares of Class B Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) will, with respect to shares of Class A Common Stock and/or shares of Class B Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exerciseconversion, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Company, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ay) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bz) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will has otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute of such Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoingCertificate.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti-dilution provisions in convertible securities, Affiliate stock options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of shares of Common Stock such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Class A Common Stock or Class B Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Class A Common Stock or Class B Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after the Rights Dividend Declaration Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Class A Common Stock or Class B Common Stock and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock or sale. HoweverClass B Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, in its good faith judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the a two-thirds vote by its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to options, including the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptOption, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create crate a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. (a) Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of at the Rights Dividend Declaration Date date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void AB INITIO if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof. (b) Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, in the event a holder of the Company's Preferred Stock Redeemable 2010 (the "CELLNET REDEEMABLE PREFERRED STOCK") receives a request on or prior to the Expiration Date from a holder of 7% Exchangeable Limited Liability Company Preferred Securities Mandatorily Redeemable 2010 (the "FUNDING PREFERRED SECURITIES") of CellNet Funding, LLC, a Delaware limited liability company, to exchange Funding Preferred Securities for Common Shares (a "FUNDING PREFERRED SECURITIES EXCHANGE"), the holder of such Funding Preferred Securities shall be entitled to receive in connection with such Funding Preferred Securities Exchange such number of Rights (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) as would be required to be issued under this Agreement to a holder of the same number of Common Shares as the holder of Funding Preferred Securities is entitled to receive in connection with the Funding Preferred Securities Exchange, whether or not the Distribution Date has then occurred. No holder of Funding Preferred Securities receiving Common Shares with Rights attached (on or prior to the Distribution Date and on or prior to the Expiration Date) in a Funding Preferred Securities Exchange and no holder of Funding Preferred Securities receiving Common Shares with Rights detached (following the Distribution Date and on or prior to the Expiration Date) in a Funding Preferred Securities Exchange, shall be entitled to any greater rights under this Agreement than any other holder of Common Shares; and a Right (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) issued to such prior holder of Funding Preferred Securities shall be unexercisable or null and void to the same extent as such Right (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) would be unexercisable or null and void, as applicable, in the hands of any other holder of Common Shares pursuant to the terms of this Agreement. (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of Notwithstanding any of the foregoingprovisions of this Agreement or of the Rights to the contrary, in the event The Bank of New York, as the Company's Warrant Agent, receives a request from a holder of the Company's Warrants, each representing the right to purchase initially one share of Common Stock, no par value per share, of the Company, issued in connection with the issuance of the Company's 14% Senior Discount Notes due 2007, to exercise such Warrants for Common Shares (a "WARRANT EXERCISE"), the holder of such Warrants shall be entitled to receive in connection with such Warrant Excercise such number of Rights (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) as would be required to be issued under this Agreement to a holder of the same number of Common Shares as the holder of Warrants is entitled to receive in connection with the Warrant Exercise, whether or not the Distribution Date has then occurred. No holder of Warrants receiving Common Shares with Rights attached (on or prior to the Distribution Date and on or prior to the Expiration Date) in a Warrant Exercise and no holder of Warrants receiving Common Shares with Rights detached (following the Distribution Date and on or prior to the Expiration Date) in a Warrant Exercise, shall be entitled to any greater rights under this Agreement than any other holder of Common Shares; and a Right (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) issued to such prior holder of Warrants shall be unexercisable or null and void to the same extent as such Right (or such other consideration required pursuant to this Agreement or as the Board of Directors otherwise considers appropriate) would be unexercisable or null and void, as applicable, in the hands of any other holder of Common Shares pursuant to the terms of this Agreement.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether including pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors upon approval by a majority of the Board Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company currently outstanding as or issued at any time in the future by the Company, including without limitation, the conversion of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))3 1/2% Convertible Subordinated Notes due 2002, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, upon approval by a majority of the Continuing Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void AB INITIO if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; . Any rights Certificate issued pursuant to this Section 22 shall have impressed on, printed on, written on or otherwise affixed to and (cshall be subject to the legend set forth in Section 3(c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoinghereof.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock shares options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti- dilution provisions in convertible securities, Affiliate shares options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of Common Shares such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock share options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any ----------------------------------- of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Class B Common Stock, as the case may be, following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock or Class B Common Stock, as the case may be, so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement granted or upon awarded on or prior to the exerciseDistribution Date, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after on or prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Voting Class Rights or Class B Common Rights, as the case may be, in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved -62- by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Class A Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration DateTime pursuant to the terms of securities convertible, exchangeable or redeemable into shares of Class A Common Stock (including, for the avoidance of doubt, the issuance of Class A Common Stock following the Separation Time and prior to the Expiration Time upon the exchange of any Class B Units of Terra LLC, together with the corresponding shares of Class B Common Stock, issued prior to and outstanding at the Separation Time for shares of Class A Common Stock in accordance with the Company’s certificate of incorporation and bylaws and the limited liability company agreement of Terra LLC then in effect) or to options, warrants or other rights (other than any securities issued or issuable in connection with the exercise or exchange of Rights), in each case issued or granted prior to, and outstanding at, the Separation Time, the Company will, with respect shall issue to the holders of such shares of Class A Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exerciseStock, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Class A Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.issuance

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Ordinary Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Ordinary Shares so issued or sold (whether pursuant to the exercise of stock share options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of ----------------------------------- the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities the convertible subordinated debentures of the Company outstanding as of at the Rights Dividend Declaration Date date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that -------- ------- (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence --------- would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel determines in its sole discretion that such issuance would jeopardize or endanger the value or availability to the Company of the Tax Attributes or would otherwise create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement Plan or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock Subject Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Subject Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company American Home Products Unsecured Convertible Promissory Notes or the Glycomed convertible subordinated debentures outstanding as of at the Rights Dividend Declaration Date date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Class B Common Stock, as the case may be, following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock or Class B Common Stock, as the case may be, so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement granted or upon awarded on or prior to the exerciseDistribution Date, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after on or prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Voting Class Rights or Class B Common Rights, as the case may be, in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any ----------------------------------- of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company currently outstanding as of or issued at any time in the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued future by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such -------- ------- Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing representing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Class A Common Stock, Class B Common Stock or Class C Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Class A Common Stock, Class B Common Stock or Class C Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after the Rights Dividend Declaration Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Class A Common Stock, Class B Common Stock or Class C Common Stock and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock, Class B Common Stock or sale. HoweverClass C Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, in its judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Class A Common Stock or Class B Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Class A Common Stock or Class B Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after the Rights Dividend Declaration Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Class A Common Stock or Class B Common Stock and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock or sale. HoweverClass B Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, in its judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. (a) Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. . (b) In addition, in connection with the issuance or sale by the Company of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(i) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Common Stock (including without limitation all shares of Series B-1 Preferred Stock) and (ii) subject to the Rights Dividend Declaration Date (exceptlast sentence of this Section 22, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights in the form of Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Common Stock if they had been issued or sale. Howeversold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) except in the case of any shares of Common Stock issuable upon the conversion of shares of Series B-1 Preferred Stock, no such Right or Rights Certificate will shall be issued pursuant to this sentence if, and to the extent that, in its good faith judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Right or Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Right or Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will or Rights Certificates shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; thereof (provided that, in the case of any such adjustment with respect to the Series B-1 Preferred Stock, such adjustment shall have been made in accordance with the Company’s Certificate of Designation with respect to such series). Anything contained herein to the contrary notwithstanding, if at any time following the Distribution Date and (c) prior to the Expiration Date, any shares of Common Stock are issued without Rights upon any conversion of shares of Series B-1 Preferred Stock then outstanding, then from and after the effective time of such conversion of shares of Series B-1 Preferred Stock, the Company will have no obligation to distribute shall not issue any additional Rights Certificates to any Acquiring Personhereunder, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any except as provided in clause (i) of the foregoingpreceding sentence.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti-dilution provisions in convertible securities, Affiliate stock options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of shares of Common Stock such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Exercise Expiration Date, the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(i) shall, with respect to shares of Common Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after hereinafter but prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ax) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (by) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement Plan or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for 4832-9196-6153v.2 otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether includingwhether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Post- Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company American Home Products Unsecured Convertible Promissory Notes or the Glycomed convertible subordinated debentures outstanding as of the Rights Dividend Declaration Date at September 13, 1996 or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Exercise Expiration Date, the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Shares, Series D Preferred Stock or Series E Preferred Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(i) shall, with respect to shares of Common Shares, Series D Preferred Stock or Series E Preferred Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after hereinafter but prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ax) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (by) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.