Common use of Issuance of Shares of Common Stock Clause in Contracts

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03 above, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation Incorporation, the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporationaccordance with Delaware law, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 above, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly‑issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent or if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Certificate representing shares of Common Stock, cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant RightsState), such that value received on exchange and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Rights may Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or Cash Merger Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Company shall direct holders Purchase Contract Settlement Date, upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it is entitledanother Depositary, registered the Company shall cause its stock transfer agent to deliver beneficial interests in such name or names as may be directed by him, her or it and issue Common Stock on behalf of the Purchase Contract Agent through such facilities to such registered holder(s) a certificate or book-entry position for the such sharesHolders entitled thereto. Notwithstanding Subject to the foregoing, or any provision contained upon presentation and surrender of a Certificate, if in this Agreement certificated form, to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made pursuant to the holder provisions of this Article 5 (after taking into account all Units then held by such Holder), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the relevant Rights, such that value received Holder or the Holder’s designee as specified in the settlement instructions set forth on exchange the reverse of the Rights may Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered in the name of a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon (i) Upon receipt by the Company of this Warrant at its Principal Office in proper form for exercise, and accompanied by the Notice of Exercise and payment of the Aggregate Exercise Price as practicable aforesaid, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that certificates representing such shares of Common Stock may not then be actually delivered. Within 10 Business Days after the occurrence of an Exchange Eventrights represented by this Warrant shall have been exercised, the Company shall direct holders of cause its transfer agent to issue the Rights Warrant Shares so purchased to return their Rights Certificates Holder in book-entry format. Any reference in this Warrant to the Rights Agent. Upon receipt issuance of a valid Rights Certificatecertificate or the certificates representing the Warrant Shares shall also be deemed a reference to the book-entry issuance of such Warrant Shares. (ii) In addition to any other rights available to the Holder, if the Company shall issue fails to, or fails to cause its transfer agent to, as applicable, transmit or deliver to the registered holder of such Right(s) Holder a certificate or the certificates representing the applicable number of full Warrant Shares within 10 Business Days after the rights represented by this Warrant shall have been exercised (including by causing its transfer agent to issue such Warrant Shares in book-entry format), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm is required to purchase, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which hethe Holder anticipated receiving upon such exercise (a “Buy-In”), she or it is entitledthen the Company shall (A) pay in cash to the Holder the amount, registered in such name or names as may be directed if any, by himwhich (x) the Holder’s total purchase price (including brokerage commissions, her or it and issue to such registered holder(sif any) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to transmit or deliver to the nearest whole Holder in connection with the exercise at issue but failed to so transmit or deliver on a timely basis times (2) the price per share at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in equivalent number of Warrant Shares for which the Company until failed to so transmit or deliver such Warrant Shares on a timely basis (in which case the holder is entitled applicable exercise shall be deemed rescinded with respect to receive a whole number. Any rounding down and extinguishment may be done with such Warrant Shares) or without any in lieu cash payment or other compensation being made deliver to the holder Holder the number of Warrant Shares that would have been issued had the Company timely complied with its exercise and transmission or delivery obligations with respect to such Warrant Shares hereunder (in which case this Warrant shall be deemed to have been exercised for such Warrant Shares). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the relevant Rights, such that value received on exchange immediately preceding sentence the Company shall be required to pay the Holder $1,000 in cash. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Rights may be considered less than Buy-In and, upon request of the value that Company, evidence of the holder would otherwise expect to receiveamount of such loss.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates applicable Purchase Price for shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon after the occurrence exercise of an Exchange Event, any Warrant and the Company shall direct holders clearance of the Rights to return their Rights Certificates to funds in payment of the Rights Agent. Upon receipt of a valid Rights CertificateWarrant Price (if any), the Company shall issue to the registered holder of such Right(s) Warrant a certificate or certificates, or book entry position, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it it, and issue if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, as applicable, for the number of shares as to which such registered holder(s) Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a certificate or book-book entry position are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each book entry position, or the applicable institution with an account at the Depositary, as appropriate, evidencing the balance of the Warrants remaining after such sharesexercise. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsWarrant exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Act covering the issuance of the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. The Company shall not issue may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional shares upon exchange interest in a share of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange EventCommon Stock, the Company will instruct shall round up to the Right Agent how any such entitlement will be addressed. To nearest whole number, the fullest extent permitted by the Company’s Amended and Restated Certificate number of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement)be issued to such holder. Warrants may not be exercised by, or the securities issued to, any registered holder being entitled to hold in any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares state in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may which such exercise or issuance would be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveunlawful.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable upon Unless a Termination Event shall have occurred on or prior to the occurrence of Stock Purchase Date or an Exchange Event, the Company Early Settlement or a Merger Early Settlement shall direct holders have occurred with respect to all of the Rights to return their Rights Certificates outstanding Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.4, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Forward Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange interest representing that number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Units and extinguishment may be done Stripped Equity Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.4(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates applicable Purchase Price for shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Company shall direct holders applicable Stock Purchase Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Common Equity Units, the Company shall issue to and deposit with the registered holder Stock Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Stock Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryStock Purchase Contract Agent on or after the Initial Stock Purchase Date, in no event will the Company be required to net cash settle Subsequent Stock Purchase Date, the Rights. The Company Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor, by book entry transfer or in the form of Rightsa certificate, at the time that whole number of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued or treasury shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Stock Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a valid Rights Certificatesecured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder's designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable upon Unless a Termination Event shall have occurred on or prior to the occurrence of Stock Purchase Date or an Exchange Event, the Company Early Settlement or a Merger Early Settlement shall direct holders have occurred with respect to all of the Rights to return their Rights Certificates outstanding Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.4, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange interest representing that number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Units and extinguishment may be done Stripped Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable (a) Unless a Termination Event, an Early Settlement or a Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding HiMEDS Units or, following the Last Failed Remarketing, upon the occurrence of an Exchange Event, Collateral Agent retaining and cancelling the Company shall direct holders of Pledged Senior Notes or selling them as directed by the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateCompany, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding HiMEDS Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. (b) Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all HiMEDS Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Final Settlement Date, on the Final Settlement Date, upon its receipt of payment in full of the occurrence purchase price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateOutstanding Securities, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Security Certificate to the contraryAgent on or after the Final Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Security Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 510 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Final Settlement Fund, but without any interest thereon, and the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contractor has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the occurrence Purchase Price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in payment of Deferred Contract Adjustment Payments, if any, owed by the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateHolders and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the new shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Contract Adjustment Payments are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Merger Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable. SECTION 5.6.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly‑issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) As soon as administratively practicable upon following each date one or more Performance Stock Units vest in accordance with the occurrence provisions of an Exchange Eventthis Agreement (and in all events not later than the last day of the month following the month in which the vesting date occurs), the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company Corporation shall issue to or on behalf of the registered holder Participant a certificate (which may be in electronic form) for the shares of Common Stock payable in respect of such Right(svested Performance Stock Units under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation’s collection of the applicable Withholding Taxes. (b) Subject to Section VI of Article 5 of the Plan, upon any distribution of Shares in respect of the Performance Stock Units, the Corporation shall automatically reduce the number of full shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then Fair Market Value, to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Performance Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment. (c) Notwithstanding any other provision herein or in the Plan, as a condition to the grant of the Award and all rights of the Participant hereunder, the Participant agrees that, with respect to all restricted stock units granted by the Corporation to the Participant that are outstanding and unvested as of the date hereof, the Corporation shall automatically reduce the number of shares otherwise deliverable in connection with each vesting of such restricted stock units that occurs at any time on or after the date hereof, so as to satisfy the tax withholding obligations incurred by the Corporation (or a Subsidiary) in connection with such vesting event, such reduction in shares to be made in accordance with and subject to the provisions of Paragraph 7(b) above. (d) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all Performance Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, issued at the time of an Exchange Eventthe Award vests shall, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest extent necessary, be rounded down to the next whole share (and in effect extinguishing any order to avoid the issuance of a fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveshare.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange EventUnless a Termination Event shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being referred to as the "Purchase Contract Settlement Fund") to which he, she or it is the Holders are entitled, registered in such name or names as may be directed by him, her or it and issue . Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange for a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest, and the Certificate so surrendered shall be cancelled immediately. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon after the occurrence exercise of an Exchange Event, any Warrant and the Company shall direct holders clearance of the Rights to return their Rights Certificates to funds in payment of the Rights Agent. Upon receipt of a valid Rights CertificateWarrant Price (if any), the Company shall issue to the registered holder of such Right(s) Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it it, and issue to if such registered holder(s) Warrant shall not have been exercised in full, a certificate or new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such sharesWarrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement shares of Common Stock pursuant to the contraryexercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Common Stock underlying such Unit. In no event will the Company be required to net cash settle the RightsWarrant exercise. The Company shall not issue may require holders of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional shares upon exchange interest in a share of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange EventCommon Stock, the Company will instruct shall round down to the Right Agent how any such entitlement will be addressed. To nearest whole number, the fullest extent permitted by the Company’s Amended and Restated Certificate number of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled be issued to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveholder.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(sRegistered Holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company Unless a Termination Event shall direct holders of the Rights to return their Rights Certificates have occurred on or prior to the Rights Agent. Upon Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon its receipt of a valid Rights Certificatepayment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Security Units and extinguishment may be done Stripped Equity Security Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 509 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on a Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates applicable Purchase Price for shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after a Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be canceled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon (a) Unless a Termination Event shall have occurred on or prior to the occurrence of an Exchange EventPurchase Contract Settlement Date, the Company shall direct holders applicable Early Settlement Date or the Merger Early Settlement Date, upon its receipt of payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.5(b), the Company shall issue to and deposit with the registered holder Company's transfer agent and registrar for its Common Stock (the "Common Stock Transfer Agent"), for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsHolders are entitled hereunder. The Company shall not issue fractional shares upon exchange furnish to the Purchase Contract Agent the name and address of Rights. In the event that Common Stock Transfer Agent and of any holder would otherwise change thereof. (b) Upon surrender of a Certificate to the Purchase Contract Agent on or after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent; or if no such instructions are given to the Purchase Contract Agent by the Holder, the Common Stock Agent shall hold such certificate representing shares of Common Stock, and the Purchase Contract Agent shall hold such cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant Rightsstate, following which the Purchase Contract Agent shall cause such that value received on exchange cash to be delivered to such Holders), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered by the Common Stock Transfer Agent in the Company's register for its Common Stock and in accordance with its customary procedures for issuance of such Common Stock, in the name of the Rights may Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent and forwarded by the Purchase Contract Agent to the Common Stock Transfer Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of this Article and subject to Section 5.6(b) or the Company’s exercise of its rights as a valid Rights Certificatesecured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder’s designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it another Depositary, the Company shall cause the transfer agent for the Common Stock to deliver beneficial interests in such Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the foregoing, following book-entry transfer of a Unit or upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable settlement date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate shall be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing that number of newly-issued whole shares of Common Stock which such Holder is entitledentitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.07 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares of Common Stock for which a record date and payment date occurred on or after the Purchase Contract Settlement Date, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depositary and the Purchase Contract Agent or the Company, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof) or the beneficial owner, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer has paid the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of, or transfer to a Person other than, the registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon (a) The Corporation shall, on the applicable Issuance Date, issue to or on behalf of Participant a certificate (which may be in electronic form) for the shares of Common Stock in which Participant vests pursuant to the Normal Vesting Schedule set forth in Paragraph 1 or the special vesting provisions of Paragraph 3 or 5 and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares. (b) Except as practicable upon otherwise provided in Paragraph 3(b) or 5(a), no shares of Common Stock shall be issued prior to the occurrence Completion Date of an Exchange Eventthe Performance Objective to which those shares are allotted. (c) The Corporation shall collect the Withholding Taxes with respect to each distribution of phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. (d) Unless Participant (i) otherwise makes satisfactory arrangements with the Corporation’s Human Resources Department, not later than forty-five (45) days prior to the applicable vesting date of the shares which become issuable hereunder, to pay the applicable Withholding Taxes through the delivery of a check payable to the Corporation in the amount of such Withholding Taxes and (ii) in fact delivers such check to the Corporation not later than that vesting date, the Company Corporation shall direct holders collect the applicable Withholding Taxes through the following automatic share withholding method: - On the applicable Issuance Date, the Corporation shall withhold, from the vested shares otherwise issuable to Participant at that time, a portion of those shares with a Fair Market Value (measured as of the Rights to return their Rights Certificates issuance date) equal to the Rights Agent. Upon receipt of a valid Rights Certificateapplicable Withholding Taxes; provided, the Company shall issue to the registered holder of such Right(s) however, that the number of full shares which the Corporation shall be required to so withhold shall not exceed in Fair Market Value the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. (e) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all restricted stock units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, issued at the time of an Exchange Eventthe Award vests shall, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest extent necessary, be rounded down to the next whole share (and in effect extinguishing any order to avoid the issuance of a fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveshare.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Stated Amount payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of payment in full of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon (a) Unless a Termination Event shall have occurred on or prior to the occurrence of an Exchange EventPurchase Contract Settlement Date, the Company shall direct holders applicable Early Settlement Date or the Merger Early Settlement Date, upon its receipt of payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.5(b), the Company shall issue to and deposit with the registered holder Company's transfer agent and registrar for its Common Stock (the "Common Stock Transfer Agent"), for the benefit of such Right(s) the number Holders of full the Outstanding PIES, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsHolders are entitled hereunder. The Company shall not issue fractional shares upon exchange furnish to the Purchase Contract Agent the name and address of Rights. In the event that Common Stock Transfer Agent and of any holder would otherwise change thereof. (b) Upon surrender of a Certificate to the Purchase Contract Agent on or after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all PIES then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent; or if no such instructions are given to the Purchase Contract Agent by the Holder, the Common Stock Agent shall hold such certificate representing shares of Common Stock, and the Purchase Contract Agent shall hold such cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant Rightsstate, following which the Purchase Contract Agent shall cause such that value received on exchange cash to be delivered to such Holders), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered by the Common Stock Transfer Agent in the Company's register for its Common Stock and in accordance with its customary procedures for issuance of such Common Stock, in the name of the Rights may Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent and forwarded by the Purchase Contract Agent to the Common Stock Transfer Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, the Company an Early Settlement or a Cash Merger Early Settlement shall direct holders have occurred, on each Stock Purchase Date upon receipt of the Rights aggregate Purchase Price payable on all Outstanding Equity Units with respect to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificatesuch Stock Purchase Date, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Equity Units, by book-entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock to which he, she or it is entitled, registered in such the name of the Purchase Contract Agent (or names its nominee) as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position custodian for the Holders (such shares. Notwithstanding the foregoingcertificates for shares of Common Stock, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal together with any dividends or distributions for which a record date and payment date for such fractional entitlement at dividend or distribution has occurred after the relevant time in any manner permitted by close of business on the Act and date of delivery of the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share Purchase Contract Agent, being hereinafter referred to as the “Stock Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder. Subject to the foregoing, upon delivery on or after any Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, of the applicable settlement instructions forming part of the Certificate for each Equity Unit (and in effect extinguishing any fractional entitlement)the case of the Third Stock Purchase Date, the Early Settlement Date or the holder being Cash Merger Early Settlement Date, the surrender of such Certificate) to the Purchase Contract Agent on or after the applicable Stock Purchase Date, the Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with IRS Forms W-8 or W-9 or substitute thereof (as appropriate) duly completed and executed, the Holder of such Certificate shall be entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares forthwith in respect thereof or exchange therefor, by book-entry transfer or in the Company until the holder form of a certificate, that whole number of newly issued or treasury shares of Common Stock that such Holder is entitled to receive a whole numberpursuant to the provisions of this Article V (after taking into account all Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and any dividends or distributions with respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon. Any rounding down and extinguishment may Certificate so surrendered shall forthwith be done with cancelled. Such shares shall be registered in the name of the Holder or without any the Holder’s designee as specified in lieu cash payment or other compensation being made the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Equity Units of which such Stock Purchase Contract forms a part is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Stock Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or Early Settlement or Merger Early Settlement shall have been effected with respect to all of the outstanding Equity Security Units and Stripped Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.4, including payment in the case of Equity Security Units upon the occurrence of an Exchange Event, the Company shall direct holders Last Failed Remarketing by the resale or retention and cancellation of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificatesuch Pledged Notes, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange interest representing that number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Security Units and extinguishment may be done Stripped Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, the Company an Early Settlement or a Cash Merger Early Settlement shall direct holders have occurred, and subject to Section 5.4(b), on each Stock Purchase Date, upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on such Stock Purchase Date on all Outstanding Common Equity Units, the Company shall issue and deliver to the registered holder Stock Purchase Contract Agent (or at the Stock Purchase Contract Agent’s order), for the benefit of such Right(s) the number Holders of full the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holders are entitled hereunder with respect to the contraryCommon Equity Units on such Stock Purchase Date. Such certificates for shares of Common Stock, in no event will together with all dividends or distributions on such shares whose record date and payment date occur after such Stock Purchase Date, are hereinafter referred to as the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive “Stock Purchase Contract Settlement Fund.” Each certificate issued representing shares of Common Stock issued upon the settlement of a Stock Purchase Contract shall bear a legend substantially similar to the nearest whole share Private Placement Legend if the Certificate representing the Common Equity Unit of which such Stock Purchase Contract formed a part contained the Private Placement Legend on the applicable Stock Purchase Date. Subject to the foregoing, the Holder of a Certificate shall be entitled (upon surrender of such Certificate to the Stock Purchase Contract Agent, together with settlement instructions thereon duly completed and in effect extinguishing any fractional entitlementexecuted), on or after the First Stock Purchase Date, the Second Stock Purchase Date, the Third Stock Purchase Date, the Early Settlement Date or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate Cash Merger Early Settlement Date, as the same with any future fractional entitlement case may be, to receive shares forthwith in exchange therefor, by book entry transfer or in the Company until the holder form of a certificate, that whole number of shares of Common Stock which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.9 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any in lieu cash payment or other compensation being made interest thereon, and the Certificate so surrendered shall forthwith be cancelled; provided, however, that no such surrender is required with respect to the holder First Stock Purchase Date or the Second Stock Purchase Date. Such shares shall be registered in the name of the relevant RightsHolder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing the Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that value received on exchange of the Rights may be considered less than registered Holder of such Certificate or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Sections 5.7(b) and 5.11 hereof, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 hereof and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange EventUnless a Termination Event shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is the Holders are entitled, registered in such name or names as may be directed by him, her or it and issue . Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange for a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest, and the Certificate so surrendered shall be cancelled immediately. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon (a) Unless a Termination Event shall have occurred on or prior to the occurrence of an Exchange EventPurchase Contract Settlement Date, the Company shall direct holders applicable Early Settlement Date or the Merger Early Settlement Date, upon its receipt of payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.5(b), the Company shall issue to and deposit with the registered holder Company’s transfer agent and registrar for its Common Stock (the “Common Stock Transfer Agent”), for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsHolders are entitled hereunder. The Company shall not issue fractional shares upon exchange furnish to the Purchase Contract Agent the name and address of Rights. In the event that Common Stock Transfer Agent and of any holder would otherwise change thereof. (b) Upon surrender of a Certificate to the Purchase Contract Agent on or after the applicable Early Settlement Date, the Merger Early Settlement Date or the Purchase Contract Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent; or if no such instructions are given to the Purchase Contract Agent by the Holder, the Common Stock Agent shall hold such certificate representing shares of Common Stock, and the Purchase Contract Agent shall hold such cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant Rightsstate, following which the Purchase Contract Agent shall cause such that value received on exchange cash to be delivered to such Holders), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered by the Common Stock Transfer Agent in the Company’s register for its Common Stock and in accordance with its customary procedures for issuance of such Common Stock, in the name of the Rights may Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent and forwarded by the Purchase Contract Agent to the Common Stock Transfer Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of payment in full of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder), together with cash in lieu of 44 fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Final Settlement Date or an Early Settlement shall have occurred, on the Final Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates purchase price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article, and subject to Section 506(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Final Settlement Date, being hereinafter referred to as the "Final Xxxxxxxxxx Xxxx") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Security Certificate to the contraryAgent on or after the Final Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Security Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 510 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Final Settlement Fund, but without any interest thereon, and the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company Unless a Termination Event shall direct holders of the Rights to return their Rights Certificates have occurred on or prior to the Rights Agent. Upon Stock Purchase Date, or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon its receipt of a valid Rights Certificatepayment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares of Common Stock shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Eventthe aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall direct holders deliver in book-entry form, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateOutstanding Units, the Company shall issue to the registered holder of such Right(s) the number of full newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such newly issued shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or following book-entry position for transfer of a Unit or surrender of a Certificate, as the such shares. Notwithstanding the foregoingcase may be, or any provision contained in this Agreement to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will the Company be required to net cash settle Early Settlement Date or the Rights. The Company date on which the Fundamental Change Early Settlement Right is exercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall not issue fractional shares upon exchange on the applicable Settlement Date (or, if later, the date of Rights. In such book-entry transfer of the event that any holder would otherwise Unit or such surrender of the Certificate) be entitled to any fractional share upon receive forthwith in exchange therefor book-entry transfer of Rights, at the time beneficial interests in that number of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder), together with Cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a whole number. Any rounding down and extinguishment may be done settlement on the Purchase Contract Settlement Date, any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in lieu cash payment or other compensation being made accordance with standing arrangements between the Depository and the Purchase Contract Agent. Such book-entry interests therein shall be transferred to the holder Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any beneficial interests of any shares of Common Stock issued in respect of a Purchase Contract are transferred to a Person other than the beneficial owner thereof, no such transfer shall be made unless and until the Person requesting such transfer shall have paid to the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such transfer or has established to the satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Merger Early Settlement shall have occurred, on the Company shall direct holders Purchase Contract Settlement Date, upon its receipt of payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.06(c), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with fractional shares of Common Stock or cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be canceled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a 42 Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Merger Settlement shall have occurred on or prior to the Company shall direct holders Purchase Contract Settlement Date, upon its receipt of payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.5(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding PIES, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date 42 and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all PIES then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent or if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Certificate representing shares of Common Stock, cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant RightsState), such that value received on exchange and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Rights may Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable (a) Unless a Termination Event shall have occurred on or prior to the Fixed-Share Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, and subject to Section 5.5(b), on the Fixed-Share Stock Purchase Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities (excluding Separate COVERS), one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Fixed-Share Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a SPACES Certificate or it is entitleda Separate PACES Certificate to the Agent on or after the Fixed-Share Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(sexchange therefor (i) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange representing that number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be canceled. Upon surrender of a SPACES Certificate as described above or in connection with Early Settlement or Merger Early Settlement, the Holder of such Certificate shall also be entitled to receive in exchange therefor a Separate COVERS Certificate representing a number of Separate COVERS equal to the number of Variable Share Repurchase Contracts forming a part of the SPACES being settled and which Variable-Share Repurchase Contracts are not also being settled. Such shares and, if applicable, Separate COVERS Certificates shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Agent. If any shares of Common Stock issued in respect of a Fixed-Share Purchase Contract or, if applicable, Separate COVERS Certificates issued in respect of a SPACES are to be registered to a Person other than the Person in whose name the Certificate evidencing such Fixed-Share Purchase Contract or, if applicable, SPACES is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable. (b) Upon settlement of a Fixed-Share Purchase Contract forming a part of a SPACES, whether such settlement is on the Fixed-Share Stock Purchase Date as provided above or is an Early Settlement or a Merger Early Settlement, without receiving any instructions from the Holders of such Fixed-Share Purchase Contracts, the Agent shall pledge to the Collateral Agent, as attorney-in-fact for such Holders, out of the shares of Common Stock deposited with the Agent for the benefit of such Holders, a number of shares of Common Stock equal to the Maximum Variable-Share Settlement Rate (rounded up to the nearest whole share (and in effect extinguishing any fractional entitlement)share) per Separate COVERS resulting from such settlement, or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares as further provided in the Company until Pledge Agreement. The Pledged Common Stock shall secure the holder is entitled Holders' obligations to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made sell Common Stock pursuant to the holder Variable-Share Repurchase Contracts forming a part of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveSeparate COVERS.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.7(b) hereof, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 hereof and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Final Settlement Date, on the Final Settlement Date, upon its receipt of payment in full of the occurrence purchase price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateOutstanding Securities, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Security Certificate to the contraryAgent on or after the Final Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Security Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 510 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Final Settlement Fund, but without any interest thereon, and the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to SECTION 5.05(B), on the Warrant Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Warrant Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Warrant Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Warrant Settlement Date, being hereinafter referred to as the "WARRANT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryWarrant Agent on or after the Warrant Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in SECTION 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Warrant Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Warrant Agent. If any shares of Common Stock issued in respect of a Warrant are to be registered to a Person other than the Person in whose name the Certificate evidencing such Warrant is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Warrant or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) As soon as administratively practicable upon following the occurrence date the Shares vest in accordance with the provisions of an Exchange Eventthis Agreement, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company Corporation shall issue to or on behalf of the registered holder Participant a certificate (which may be in electronic form) for the shares of Common Stock which vest on that date under the Award and shall concurrently distribute to the Participant any phantom dividend equivalents with respect to those Shares, subject in each instance to the Corporation's collection of the applicable Withholding Taxes. The Corporation shall collect the Withholding Taxes with respect to the distributed phantom dividend equivalents by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld. The Corporation shall collect the Withholding Taxes with respect to the vested Shares through an automatic Share withholding procedure pursuant to which the Corporation will withhold, immediately as the Shares vest under the Award, a portion of those vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount of such Right(sWithholding Taxes (the "Share Withholding Method"); provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation's required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Participant shall be notified in writing in the event such Share Withholding Method is no longer available. (b) Except as otherwise provided in Paragraph 8(a), the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, issued at the time of an Exchange Eventthe Award vests shall, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest extent necessary, be rounded down to the next whole share (and in effect extinguishing any order to avoid the issuance of a fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveshare.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.4(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company Issuer shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the Purchase Contract Settlement Fund) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.9 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Issuer that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Final Settlement Date, on the Final Settlement Date, upon its receipt of payment in full of the occurrence purchase price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in payment of Deferred Yield Enhancement Payments, if any, owed by the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateHolders and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Security Certificate to the contraryAgent on or after the Final Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Security Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Final Settlement Fund, but without any interest thereon, and the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Yield Enhancement Payments are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or other compensation being made has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.4(b), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder's designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable upon Unless a Termination Event shall have occurred on or prior to the occurrence of Stock Purchase Date or an Exchange Event, the Company Early Settlement or a Merger Early Settlement shall direct holders have occurred with respect to all of the Rights to return their Rights Certificates outstanding Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.4, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange interest representing that number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Units and extinguishment may be done Stripped Equity Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares 47 55 constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the 33- Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such Shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. (a) As soon as administratively practicable upon following the occurrence applicable vesting date of an Exchange Eventany portion of the Award, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company Corporation shall issue to or on behalf of the registered holder Participant a certificate (which may be in electronic form) for the applicable number of underlying shares of Common Stock; provided that the Corporation’s obligation to deliver the Shares which vest under this Award shall be subject to the Corporation’s collection of the applicable Withholding Taxes. Such Withholding Taxes shall be collected in accordance with the following procedure: • On each date vested Shares are to be issued to the Participant under this Agreement, the Corporation shall automatically withhold a portion of those vested Shares with a Fair Market Value (measured as of such Right(svesting date) equal to the amount of the applicable Withholding Taxes and shall deposit a cash amount equal to the Fair Market Value of those withheld shares with the appropriate taxing authorities in satisfaction of such Withholding Taxes; provided, however, that the amount of any Shares so withheld shall not exceed the amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to supplemental taxable income. To the extent any Shares are converted into a cash amount in connection with a Change in Control, then on each date such cash is to be distributed to the Participant under this Agreement, the Corporation shall withhold from that cash distribution the amount necessary to satisfy the applicable Withholding Taxes, and only the remaining amount shall be distributed to the Participant. (b) Except as otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in shares of Common Stock. In no event, however, shall any fractional shares be issued. Accordingly, the total number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, issued at the time of an Exchange Eventthe Award vests shall, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest extent necessary, be rounded down to the next whole share (and in effect extinguishing any order to avoid the issuance of a fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receiveshare.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Forward Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.7(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Forward Purchase Contract Settlement Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Forward Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Forward Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depository or nominee thereof), no such registration shall be made unless and until the Person requesting such registration shall have paid to the Company the amount of any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 above, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it is entitledanother Depositary, registered the Company shall cause its stock transfer agent to deliver beneficial interests in such name or names as may be directed by him, her or it and issue Common Stock on behalf of the Purchase Contract Agent through such facilities to such registered holder(s) a certificate or book-entry position for the such sharesHolders entitled thereto. Notwithstanding Subject to the foregoing, or any provision contained upon presentation and surrender of a Certificate, if in this Agreement certificated form, to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable. Adjustments for Dividends, Distributions, Stock Splits, Etc. Each Fixed Settlement Rate shall be, without duplication, subject to the following adjustments: In case (a) the Company shall pay or make a dividend or other distribution on Common Stock in shares of Common Stock, (b) outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock or (c) outstanding shares of Common Stock shall be combined into a lesser number of shares of Common Stock, each Fixed Settlement Rate in effect on the Record Date for Common Stock shall be adjusted based on the formula below: where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock; SR1 = the Fixed Settlement Rate in effect immediately after the Record Date for Common Stock; OS0 = the number of shares of Common Stock outstanding at the close of business on the Record Date for Common Stock, prior to giving effect to any such event; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event; such adjustment in each Fixed Settlement Rate to become effective immediately after the opening of business on the day following the Record Date for Common Stock. For the purposes of this paragraph (i), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu cash payment of fractions of shares of Common Stock. The Company agrees that it shall not pay any dividend or other compensation being made to make any distribution on shares of Common Stock held in the holder treasury of the relevant RightsCompany. In case the Company shall issue rights or warrants to all holders of its Common Stock entitling them, for a period expiring within 60 days or less from the date of issuance of such that value received on exchange rights or warrants to purchase shares of the Rights may be considered Common Stock (or securities convertible into Common Stock within 60 days) at a price per share (or having a conversion price per share) less than the value Current Market Price per share of Common Stock as of the Record Date for Common Stock, each Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock for such issuance or distribution shall be adjusted based on the following formula: where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Record Date for Common Stock SR1 = the Fixed Settlement Rate in effect immediately after the Record Date for Common Stock OS0 = the number of shares of Common Stock outstanding at the close of business on the Record Date for Common Stock X = the total number of shares of Common Stock issuable pursuant to such rights or upon a conversion of such securities Y = the aggregate price payable to exercise such rights (or the aggregate conversion price paid upon conversion) divided by the average of the Closing Prices of Common Stock for the ten (10) consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights such adjustment in each Fixed Settlement Rate to be made whenever such rights or warrants are issued, and to become effective immediately after the opening of business on the day following the Record Date for Common Stock for such issuance or distribution. To the extent that shares of Common Stock or such convertible securities are not delivered after the holder expiration of such rights or warrants, each Fixed Settlement Rate shall be readjusted to a Fixed Settlement Rate that would otherwise expect to receivethen be in effect had the adjustments made upon the issuance or distribution of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock or such convertible securities actually delivered. For the purposes of this clause (ii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company agrees that it shall not issue any such rights, warrants or options in respect of shares of Common Stock held in the treasury of the Company.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the Purchase Contract Settlement Fund) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section , on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 5.06(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to ‎Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with ‎Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this ‎Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in ‎Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in satisfaction of the Company until the holder that such tax either has been paid or is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date and any cash in lieu of fractional shares required by Section 5.09, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Company shall direct holders Purchase Contract Settlement Date (or, if such date is not a Business Day, the next Business Day), upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it is entitledanother Depositary, registered the Company shall cause its stock transfer agent to deliver beneficial interests in such name Common Stock on behalf of the Purchase Contract Agent through such facilities to the Holders entitled thereto. Subject to the payment of the applicable Purchase Price, upon presentation and surrender of a Certificate, if in certificated form, to the Purchase Contract Agent on or names after the Purchase Contract Settlement Date, the settlement date for an Early Settlement or the Fundamental Change Early Settlement Date, as the case may be directed by him(or, her or it if the applicable date is not a Business Day, the next Business Day), together with settlement instructions thereon duly completed and issue to executed, the Holder of such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole numberpursuant to this Article 5 (after taking into account all Units then held by such Holder and then subject to settlement), and the Certificate so surrendered shall forthwith be cancelled. Any rounding down and extinguishment may Such shares shall be done with registered in the name of the Holder or without any the Holder’s designee as specified in lieu cash payment or other compensation being made the settlement instructions set forth on the reverse of the Certificate provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company Unless a Termination Event shall direct holders of the Rights to return their Rights Certificates have occurred on or prior to the Rights Agent. Upon Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have -49- occurred, on the Stock Purchase Date, upon its receipt of a valid Rights Certificatepayment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Sections 5.7(b) and 5.11 hereof, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 hereof and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, 38 together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive newly issued whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Share Purchase Contracts with respect to which there has been an Early Settlement, on the Share Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Share Purchase Contract Settlement Date, being hereinafter referred to as the "Share Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Share Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Share Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Share Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Share Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Share Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Company shall direct holders Purchase Contract Settlement Date, upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it is entitledanother Depositary, registered the Company shall cause its stock transfer agent to deliver beneficial interests in such name or names as may be directed by him, her or it and issue Common Stock on behalf of the Purchase Contract Agent through such facilities to such registered holder(s) a certificate or book-entry position for the such sharesHolders entitled thereto. Notwithstanding Subject to the foregoing, or any provision contained upon presentation and surrender of a Certificate, if in this Agreement certificated form, to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made pursuant to the holder provisions of this Article 5 (after taking into account all Units then held by such Holder), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the relevant Rights, such that value received Holder or the Holder’s designee as specified in the settlement instructions set forth on exchange the reverse of the Rights may Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered in the name of a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company Unless a Termination Event shall direct holders of the Rights to return their Rights Certificates have occurred on or prior to the Rights Agent. Upon Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon its receipt of a valid Rights Certificatepayment for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding DECS, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Upper DECS and extinguishment may be done Stripped DECS then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.7(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive whole shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the DB1/ 132079547.5 Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.