Common use of Issuance of Stock Purchase Rights Clause in Contracts

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(c) are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price shall be readjusted to such Exercise Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = OS0= the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = X= the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = Y= the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(cVII(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cVII(d), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cVII(d) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of DirectorsBoard).

Issuance of Stock Purchase Rights. If the Company Corporation or any of its subsidiaries issues to all or substantially all holders of the shares of Common Stock as of a Record Date after the date of issuance of the Series B Preferred Stock (and does not make the equivalent issuance to the Holders of Series B Preferred Stock) rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 180 days (or any shorter period) from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of shareholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancePrice. For the purposes of this Section 15(cclause (3), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury or acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (3) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Purchaser issues to all or substantially all holders of the shares of Common Stock Purchaser Shares rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock Purchaser Shares at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Price Earn-Out Number in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: (OS0 + Y X) / (OS0 + X WhereY), where OS0 = the number of shares of Common Stock Purchaser Shares outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock Purchaser Shares issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock Purchaser Shares equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(c) are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price shall be readjusted to such Exercise Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually deliveredPrice. In determining the aggregate offering price payable to exercise such rights or warrants for such shares of Common StockPurchaser Shares, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in good faith by the Board Purchaser board of Directorsdirectors or committee thereof). If an adjustment to the Earn-Out Number is required under this clause (iv), delivery of any additional Purchaser Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iv) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (iv). To the extent that Purchaser Shares are not delivered after the expiration of such rights or warrants, the Earn-Out Number shall be readjusted to the Earn-Out Number that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of Purchaser Shares actually delivered. If such rights or warrants are not so issued, the Earn-Out Number shall again be adjusted to be the Earn-Out Number that would then be in effect if such Ex-Date for such distribution had not been fixed.

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights any rights, options or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 not more than 60 days from after the date of issuance of such rights or warrantsissuance, to subscribe for or purchase the shares of Common Stock Stock, at a price per share less than the Market Price on average of the date Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Settlement Rate will be increased based on the following formula: FR1 = FR0 × OS0 + X OS0 + Y where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance, then ; FR1 = the Exercise Price will be adjusted by multiplying the Exercise Price applicable Fixed Settlement Rate in effect at 5:00 p.m., New York City time immediately after the Open of Business on the Trading Day immediately prior to the such Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Date for such distribution. Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights rights, options or warrants. ; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights rights, options or warrants divided by the Market Price on average of the date Closing Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for date of announcement of the issuance of such rights rights, options or warrants. Any adjustment pursuant to increase made under this Section 15(c5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately prior to 9:00 a.m., New York City time, after the Open of Business on the Ex-Dividend Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(c) are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price that would then be in effect if such issuance had not been declared. To the extent that such rights rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise expiration of such rights rights, options or warrants, the Exercise Price each Fixed Settlement Rate shall be readjusted to such Exercise Price the applicable Fixed Settlement Rate that would then be in effect had the adjustment made upon increase with respect to the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, each Fixed Settlement Rate shall be decreased to be the applicable Fixed Settlement Rate that would then be in effect if such Ex-Dividend Date if such issuance had not occurred. For purposes of this Section 5.01(a)(ii), in determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at a price per share less than such average of the Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price payable for of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights rights, options or warrants and any amount payable on exercise thereof, the value of such consideration (consideration, if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = OS0= the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = X= the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = Y= the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(cVIII(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cVIII(d), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cVIII(d) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of DirectorsBoard).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders’ rights plan, a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution shall be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date fixed for the issuance determination of stockholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the earlier of (a) the date the Board of Directors publicly announces its decision not to issue such rights or warrantswarrants and (b) the date such rights or warrants were to be issued, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price (but giving effect to any other adjustments that may have been made with respect to the Conversion Price pursuant to the terms of this Certificate of Designations) that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in a reasonable manner by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation or any of its subsidiaries issues to all or substantially all holders of the shares of Common Stock as of a Record Date after the date of issuance of the Series A Preferred Stock (and does not make the equivalent issuance to the Holders of Series A Preferred Stock) rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 180 days (or any shorter period) from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancePrice. For the purposes of this Section 15(cclause (3), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury or acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (3) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Class A Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or plan, shareholder rights plan, share purchase plan or other similar plans) entitling themthem to subscribe for or purchase shares of Class A Common Stock (which, for a period the avoidance of up to 45 days from doubt, does not include securities convertible into or exchangeable for, directly or indirectly, Class A Common Stock, which are otherwise provided for in Section 10(a)(iv)) at less than the Current Market Price on the date fixed for the determination of issuance of shareholders entitled to receive such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time the Close of Business on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Class A Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Class A Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Class A Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the such date immediately preceding the Ex-Date fixed for the issuance determination of shareholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(cclause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Class A Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Class A Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(c) are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Class A Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in good faith by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders Holders of the shares of Common Stock (and does not make the equivalent issuance to the Holders of Series B Preferred Stock) rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 sixty (60) days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 OS0+ Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancePrice. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues Corporation issues, to all or substantially all holders of the shares of Common Stock Stock, rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans, or pursuant to a rights plan) entitling them, for a period of up to 45 days from the record date of issuance of for such rights or warrantsissuance, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately before the date such distribution is announced, then the Conversion Rate in effect immediately prior to the Ex-Date for close of business on such issuance record date will be multiplied by the following fraction: OS0 + Y X OS0 + X Y Where, OS0 = the number of shares of Common Stock outstanding immediately prior to before the open of business on the Ex-Date for such distribution. issuance; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. ; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the such Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrantsPrice. Any adjustment made pursuant to this Section 15(cclause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, after the close of business on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Companyrecord date. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Price Conversion Rate shall be readjusted, effective as of the date the Board of Directors Corporation publicly announces its decision not to issue such rights or warrants, to the Exercise Price Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Rate shall be readjusted to such Exercise Price Conversion Rate that would then be in effect had the adjustment made upon to the Conversion Rate for such issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivereddelivered upon exercise of such rights or warrants. In determining the aggregate offering price payable to exercise such rights or warrants for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants warrants, and any amount payable on exercise thereof, and the value of such consideration (if other than cash, to be reasonably determined by the Board of DirectorsCorporation in good faith).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Series B Preferred Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 60 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Series B Preferred Stock at less than the Current Market Price (on an As-Converted Basis) on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Series B Preferred Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Series B Preferred Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Series B Preferred Stock equal to the aggregate price payable to exercise such rights or warrants divided by the aggregate Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuanceshares of Common Stock issuable upon conversion of one share of Series B Preferred Stock. For the purposes of this Section 15(cclause (iii), the number of shares of Common Series B Preferred Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Series B Preferred Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Series B Preferred Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Series B Preferred Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Series B Preferred Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Price Exchange Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y X OS0 + X Y Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to (i) the total number of shares of Common Stock issuable pursuant to such rights or warrants, times (ii) the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the CompanyPrice. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Price Exchange Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price Exchange Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Exchange Rate shall be readjusted to such Exercise Price Exchange Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors). If an adjustment to the Exchange Rate is required under this clause (iii), delivery of any additional shares of Common Stock that may be deliverable upon exchange as a result of an adjustment required under this clause (iii) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (iii).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants to Common Shares (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock Shares at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y X OS0 + X Y Where, OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock Shares issuable pursuant to such rights or warrants. Y = the number of shares Common Shares equal to (i) the total number of Common Stock equal Shares issuable pursuant to such rights or warrants, times (ii) the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrantsPrice. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that If such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Price Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Rate shall be readjusted to such Exercise Price Conversion Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock Shares actually delivered. In determining the aggregate offering price payable for such shares of Common StockShares, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors). If an adjustment to the Conversion Rate is required under this clause (iii), delivery of any additional Common Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iii) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (iii).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants to Non-Voting Common Shares (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Non-Voting Common Stock Shares at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y X OS0 + X Y Where, OS0 = the number of shares of Non-Voting Common Stock Shares outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Non-Voting Common Stock Shares issuable pursuant to such rights or warrants. Y = the number of shares of Non-Voting Common Stock Shares equal to (i) the total number of Non-Voting Common Shares issuable pursuant to such rights or warrants, times (ii) the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrantsPrice. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that If such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Price Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Non-Voting Common Stock Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Rate shall be readjusted to such Exercise Price Conversion Rate that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Non-Voting Common Stock Shares actually delivered. In determining the aggregate offering price payable for such shares of Non-Voting Common StockShares, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors). If an adjustment to the Conversion Rate is required under this clause (iii), delivery of any additional Non-Voting Common Shares that may be deliverable upon conversion as a result of an adjustment required under this clause (iii) shall be delayed to the extent necessary in order to complete the calculations provided in this clause (iii).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders' rights plan, a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Market Conversion Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution of rights or warrants will be multiplied by the following fraction: OS0 + Y OS0 + X OS0+Y OS0+X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. , X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = =the number of shares of Common Stock as is equal to quotient of the aggregate price payable to exercise such rights or warrants divided by the Fair Market Price on Value of one share of Common Stock as of the date day immediately preceding prior to the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuanceDate. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price (but giving effect to any other adjustments that may have been made with respect to the Conversion Price pursuant to the terms of this Certificate of Designation) that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in a reasonable manner by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock (and does not make the equivalent issuance to the Holders of Series B Preferred Stock) rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0+Y OS0+X OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancePrice. For the purposes of this Section 15(cclause (3), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (3) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues Corporation shall, at any time or from time to time while any of the Series A Preferred Stock is outstanding, distribute to holders of all or substantially all holders of the shares of Common Stock any rights or warrants (other than a distribution of rights or warrants issued pursuant to a shareholder rights plan, to the extent such rights are attached to shares of Common Stock (in which event the provisions of paragraph 4(h)(13)(a)(vi) shall apply) or a dividend reinvestment plan or share purchase plan or other similar plansplan) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at a price per share less than the Current Market Price of the Common Stock not being available on an equivalent basis to Holders of the shares of Series A Preferred Stock upon conversion, the Conversion Rate shall be adjusted based on the date immediately preceding following formula: where CR0 = the Ex-Date for such issuance, then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Close of Business on the Record Date for such issuance by distribution; CR' = the following fraction: OS0 + Y OS0 + X Where, new Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Close of Business on the Record Date for such distribution. ; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. ; and Y = the number of shares of Common Stock equal to (x) the aggregate price payable to exercise such rights or warrants divided by (y) the Current Market Price on of the date immediately preceding the Ex-Date for the issuance of such rights or warrantsCommon Stock. Any adjustment made pursuant to this Section 15(cparagraph 4(h)(13)(a)(iii) shall become effective immediately prior to 9:00 a.m., New York City time, on after the Ex-Record Date for such issuancedistribution. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that If such rights or warrants described in this Section 15(cparagraph 4(h)(13)(a)(iii) are not so issueddistributed, the Exercise Price Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue distribute such rights or warrants, to the Exercise Price Conversion Rate that would then be in effect if such issuance distribution had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Rate shall be readjusted to such Exercise Price that the Conversion Rate which would then be in effect had the adjustment adjustments made upon the issuance distribution of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for to exercise such shares of Common Stockrights or warrants, there shall be taken into account any consideration received for by the Corporation upon exercise of such rights or and warrants and the value of such consideration (if other than cash, to be reasonably determined in good faith by the Board of Directors). For the avoidance of doubt, for purposes of this paragraph 4(h)(14)(a)(iii), the number of shares of Common Stock outstanding at the Close of Business on the Record Date for such distribution shall not include shares of Common Stock held in treasury, if any.

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of shareholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date fixed for the issuance determination of shareholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the Company. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Ratio in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y X OS0 + X Y Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date fixed for the issuance determination of shareholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the Company. In the event that such rights or warrants described in this Section 15(cclause (c) are not so issued, the Exercise Price Conversion Ratio shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price Conversion Ratio that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Ratio shall be readjusted to such Exercise Price Conversion Ratio that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights any rights, options or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to not more than 45 days from after the date of issuance of such rights or warrantsissuance, to subscribe for or purchase the shares of Common Stock Stock, at a price per share less than the Market Price on average of the date Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, each Fixed Settlement Rate will be increased based on the following formula: FR1 = FR0 × OS0 + X OS0 + Y where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance, then ; FR1 = the Exercise Price will be adjusted by multiplying the Exercise Price applicable Fixed Settlement Rate in effect at 5:00 p.m., New York City time immediately after the Open of Business on the Trading Day immediately prior to the such Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Date for such distribution. Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights rights, options or warrants. ; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights rights, options or warrants divided by the Market Price on average of the date Closing Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for date of announcement of the issuance of such rights rights, options or warrants. Any adjustment pursuant to increase made under this Section 15(c5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately prior to 9:00 a.m., New York City time, after the Open of Business on the Ex-Dividend Date for such issuance. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(c) are not so issued, the Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Price that would then be in effect if such issuance had not been declared. To the extent that such rights rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise expiration of such rights rights, options or warrants, the Exercise Price each Fixed Settlement Rate shall be readjusted to such Exercise Price the applicable Fixed Settlement Rate that would then be in effect had the adjustment made upon increase with respect to the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, each Fixed Settlement Rate shall be decreased to be the applicable Fixed Settlement Rate that would then be in effect if such Ex-Dividend Date if such issuance had not occurred. For purposes of this Section 5.01(a)(ii), in determining whether any rights, options or warrants entitle the holders of the Common Stock to subscribe for or purchase shares of Common Stock at a price per share less than such average of the Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price payable for of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights rights, options or warrants and any amount payable on exercise thereof, the value of such consideration (consideration, if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrantsPrice. Any adjustment pursuant to this Section 15(cclause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders' rights plan, a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Market Conversion Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution of rights or warrants will be multiplied by the following fraction: OS0 + Y OS0 + X OS0+Y OS0+X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock as is equal to quotient of the aggregate price payable to exercise such rights or warrants divided by the Fair Market Price on Value of one share of Common Stock as of the date day immediately preceding prior to the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuanceDate. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price (but giving effect to any other adjustments that may have been made with respect to the Conversion Price pursuant to the terms of this Certificate of Designation) that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in a reasonable manner by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a Permitted Rights Offering, a stockholders’ rights plan, a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at less than (or having an Applicable Conversion Price per share that is less than) the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Ex- Date for such issuance distribution will be multiplied by a fraction (A) the following fraction: OS0 + Y OS0 + X Where, OS0 = numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = distribution plus (II) the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date fixed for the issuance determination of stockholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c, and (B) the denominator of which shall become effective be the sum of (I) the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancedistribution plus (II) the total number of shares of Common Stock issuable pursuant to such rights or warrants. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declareddeclared (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock or the Series D Preferred Stock). To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price (but giving effect to any other adjustments that may have been made with respect to the Conversion Price pursuant to the terms of this Certificate of Designations) that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in a reasonable manner by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Class A Common Stock rights or warrants (other than rights or warrants issued pursuant to a stockholders' rights plan, a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Class A Common Stock at less than the Market Conversion Price on the date immediately preceding fixed for the Ex-Date for determination of stockholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 OS 0 + Y OS0 OS 1 + X Where, OS0 OS 0 = the number of shares of Class A Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Class A Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Class A Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Market Price Common Fair Value (as defined below) on the date immediately preceding the Ex-Date fixed for the issuance determination of stockholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Class A Common Stock at the time outstanding shall not include shares held in treasury acquired by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Class A Common Stock held in treasury acquired by the Company. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or "warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights or warrants wan·ants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price (but giving effect to any other adjustments that may have been made with respect to the Conversion Price pursuant to the terms of this Note) that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Class A Common Stock, there shall be he taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined detem1ined in a reasonable manner by the Board of Directors).

Issuance of Stock Purchase Rights. If the Company issues Corporation shall, at any time or from time to time while any of the Series A Preferred Stock is outstanding, distribute to holders of all or substantially all holders of the shares of Common Stock any rights or warrants (other than a distribution of rights or warrants issued pursuant to a shareholder rights plan, to the extent such rights are attached to shares of Common Stock (in which event the provisions of paragraph 4(h)(13)(a)(vi) shall apply) or a dividend reinvestment plan or share purchase plan or other similar plansplan) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at a price per share less than the Current Market Price of the Common Stock not being available on an equivalent basis to Holders of the shares of Series A Preferred Stock upon conversion, the Conversion Rate shall be adjusted based on the date immediately preceding following formula: CR’ = CR0 x OS0 + X OS0 + Y where CR0 = the Ex-Date for such issuance, then the Exercise Price will be adjusted by multiplying the Exercise Price Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Close of Business on the Record Date for such issuance by distribution; CR’ = the following fraction: OS0 + Y OS0 + X Where, new Conversion Rate in effect immediately after the Close of Business on the Record Date for such distribution; OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Close of Business on the Record Date for such distribution. ; X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. ; and Y = the number of shares of Common Stock equal to (x) the aggregate price payable to exercise such rights or warrants divided by (y) the Current Market Price on of the date immediately preceding the Ex-Date for the issuance of such rights or warrantsCommon Stock. Any adjustment made pursuant to this Section 15(cparagraph 4(h)(13)(a)(iii) shall become effective immediately prior to 9:00 a.m., New York City time, on after the Ex-Record Date for such issuancedistribution. For the purposes of this Section 15(c), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that If such rights or warrants described in this Section 15(cparagraph 4(h)(13)(a)(iii) are not so issueddistributed, the Exercise Price Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue distribute such rights or warrants, to the Exercise Price Conversion Rate that would then be in effect if such issuance distribution had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Price Conversion Rate shall be readjusted to such Exercise Price that the Conversion Rate which would then be in effect had the adjustment adjustments made upon the issuance distribution of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for to exercise such shares of Common Stockrights or warrants, there shall be taken into account any consideration received for by the Corporation upon exercise of such rights or and warrants and the value of such consideration (if other than cash, to be reasonably determined in good faith by the Board of Directors). For the avoidance of doubt, for purposes of this paragraph 4(h)(14)(a)(iii), the number of shares of Common Stock outstanding at the Close of Business on the Record Date for such distribution shall not include shares of Common Stock held in treasury, if any.

Issuance of Stock Purchase Rights. If the Company Corporation issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, them to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding fixed for the Ex-Date for determination of shareholders entitled to receive such issuancerights or warrants, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance distribution will be multiplied by the following fraction: OS0 + Y OS0 + X Where, OS0 = · the numerator is sum of (1) the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights dividend or warrants. Y = distribution plus (2) the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date fixed for the issuance determination of shareholders entitled to receive such rights or warrants. Any adjustment pursuant to this Section 15(c, and · the denominator is the sum of (1) shall become effective the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuancedividend or distribution plus (2) the total number of shares of Common Stock issuable pursuant to such rights or warrants. For the purposes of this Section 15(c10(a)(iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury acquired by the CompanyCorporation. The Company Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury acquired by the CompanyCorporation. In the event that such rights or warrants described in this Section 15(c10(a)(iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declareddeclared (but giving effect to any intervening adjustments that may have been made with respect to the Series B Preferred Stock). To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivereddelivered (but giving effect to any intervening adjustments that may have been made with respect to the Series B Preferred Stock). In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined in good faith by the Board of Directors). If an adjustment to the Conversion Price is required under this Section 10(a)(iii), delivery of any additional shares of Common Stock that may be deliverable upon conversion as a result of an adjustment required under this Section 10(a)(iii) shall be delayed to the extent necessary in order to complete the calculations provided in this Section 10(a)(iii).

Issuance of Stock Purchase Rights. If the Company issues to all or substantially all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a 72 period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase the shares of Common Stock at less than the Current Market Price on the date immediately preceding the Ex-Date for such issuance, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution. X = the total number of shares of Common Stock issuable pursuant to such rights or warrants. Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price on the date immediately preceding the Ex-Date for the issuance of such rights or warrants. Any adjustment pursuant to this Section 15(cclause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this Section 15(cclause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this Section 15(cclause (iii) are not so issued, the Exercise Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Exercise Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Exercise Conversion Price shall be readjusted to such Exercise Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).