Common use of Issuance of Stock Purchase Rights Clause in Contracts

Issuance of Stock Purchase Rights. The issuance to all or substantially all holders of Common Stock of rights, options or warrants entitling such holders for a period expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, in which event each Fixed Settlement Rate shall be adjusted based on the following formula: where, SR0 = the Fixed Settlement Rate in effect immediately prior to close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock. Any adjustment made pursuant to this clause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date of such exercise, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the Holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, warrants or options in respect of shares of Common Stock held in treasury by the Company.

Issuance of Stock Purchase Rights. The issuance If the Company issues to all or substantially all holders of Common Stock of any rights, options or warrants entitling such holders holders, for a period expiring of no more than 45 calendar days or less from after the announcement date of issuance of such rights, options or warrantsissuance, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the date of announcement for of such distribution per share of Common Stockissuance, in which event then each Fixed Settlement Rate shall will be adjusted increased based on the following formula: where, SR0 = the such Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the such Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Closing Prices of the Common Stock for over the 10 consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the date of announcement for of the issuance of such distribution per share of Common Stockrights, options or warrants. Any adjustment increase made pursuant to under this clause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon after the exercise expiration of such rights, options or warrants, each the Fixed Settlement Rate Rates shall be immediately readjusted, effective as of decreased to the date of such expiration or the date of such exercise, as the case may be, to such Fixed Settlement Rate Rates that would then be in effect had the adjustment increase with respect to the issuance of such 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, the Fixed Settlement Rates shall be decreased to the Fixed Settlement Rates that would then be in effect if such Record Date for such issuance had not occurred. For the purpose of this clause (ii), in determining whether any rights, options or warrants entitle the Holders of Common Stock to subscribe for or purchase shares of Common Stock at less than such average of the Last Reported Sale Closing Prices of the Common Stock for the 10 consecutive Trading Day period ending on on, and including, the Trading Day immediately preceding the date of announcement for of such distribution per share of Common Stockissuance, and in determining the aggregate offering price payable to exercise of such rights, options or warrantsshares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, warrants or options in respect of shares of Common Stock held in treasury by the Company.

Issuance of Stock Purchase Rights. The issuance to all or substantially all holders of Common Stock of rights, options or warrants entitling such holders them for a period expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = SR1= the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock. Any adjustment increase made pursuant to under this clause (iiSection 5.01(a)(ii) shall will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration date or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon after the exercise expiration of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date of such exercise, as the case may be, to such the Fixed Settlement Rate that would then be in effect had the adjustment with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such issuance, to the Fixed Settlement Rate that would then be in effect if such issuance had not been declared. In determining whether any rights, options or warrants entitle the Holders holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share of Common Stock less than such the average of the Last Reported Sale Prices Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stockdistribution, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, warrants or options in respect of shares of Common Stock held in treasury by the Company.

Issuance of Stock Purchase Rights. The issuance If the Corporation issues to all or substantially all holders of the shares of Common Stock of rights, options 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 such holders them, for a period expiring of up to 45 calendar days or less from the date of issuance of such rights, options rights or warrants, to subscribe for or purchase the shares of Common Stock at a price per share less than the average of Current Market Price on the Last Reported Sale Prices of the Common Stock date fixed for the 10 consecutive Trading Day period ending on determination of stockholders entitled to receive such rights or warrants, then the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, in which event each Fixed Settlement Rate shall be adjusted based on the following formula: where, SR0 = the Fixed Settlement Rate Conversion Price in effect immediately prior to close of business on the Record Ex-Date for such issuance; SR1 = distribution will be multiplied by the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; following fraction: OS0 + Y OS0 + X Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on Ex-Date for such Record Date; distribution. X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and . Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options rights or warrants, warrants divided by the average Current Market Price on the date fixed for the determination of stockholders entitled to receive such rights or warrants. For the Last Reported Sale Prices purposes of this clause (iii), the number of shares of Common Stock at the time outstanding shall not include shares acquired by the Corporation. The Corporation shall not issue any such rights or warrants in respect of shares of the Common Stock for acquired by the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock. Any adjustment made pursuant to this clause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuanceCorporation. In the event that such rights, options rights or warrants described in this clause (iiiii) are not so issued, each Fixed Settlement Rate the Conversion Price shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options rights or warrants, to such Fixed Settlement Rate the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights, options rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options rights or warrants upon the exercise of such rights, options rights or warrants, each Fixed Settlement Rate the Conversion Price shall be immediately readjusted, effective as of the date of such expiration or the date of such exercise, as the case may be, readjusted to such Fixed Settlement Rate 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 with respect to made upon the issuance of such rights, options rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the Holders of Common Stock to subscribe aggregate offering price payable for or purchase such shares of Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, options rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, consideration (if other than cash, to be determined in a reasonable manner by the Board of Directors. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, warrants or options in respect of shares of Common Stock held in treasury by the Company.

Issuance of Stock Purchase Rights. The issuance If the Corporation issues to all or substantially all holders of the shares of Common Stock of rights, warrants or options (other than rights, warrants or warrants options issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling such holders them, for a period expiring of up to 45 calendar days or less from the record date of issuance of for such rights, options or warrants, distribution to subscribe for or purchase the shares of Common Stock at a price per share less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending Current Market Price on the Trading Day immediately preceding the declaration date of announcement for such distribution per share of Common Stockdistribution, in which event each Fixed Settlement Rate shall be adjusted based on then the following formula: where, SR0 = the Fixed Settlement Conversion Rate in effect immediately prior to close of business on the Record Ex-Date for such issuance; SR1 = distribution will be multiplied by the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; following fraction: OS0 + X OS0 + Y Where, OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on Ex-Date for such Record Date; distribution. X = the total number of shares of Common Stock issuable pursuant to such rights, options warrants or warrants; and options. Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, warrants or options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending Current Market Price on the Trading Day immediately preceding the date of announcement Ex-Date for such distribution per share of Common Stockdistribution. Any adjustment increase made pursuant to under this clause (iiiii) shall be made successively whenever any such rights, warrants or options or warrants are issued and shall become effective immediately after the close open of business on the Record Ex- Date for such issuance. In the event that such rights, warrants or options or warrants described in this clause (iiiii) are not so issued, each Fixed Settlement the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options warrants or warrantsoptions, to such Fixed Settlement the Conversion Rate that would then be in effect if such issuance had not been declaredannounced. To the extent that such rights, warrants or options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or options or warrants upon the exercise of such rights, options warrants or warrantsoptions, each Fixed Settlement the Conversion Rate shall be immediately readjusted, effective as of the date of such expiration or the date of such exercise, as the case may be, readjusted to such Fixed Settlement Conversion Rate that would then be in effect had the adjustment with respect to made upon the issuance of such rights, warrants or options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the Holders of Common Stock to subscribe aggregate offering price payable for or purchase such shares of Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company for such rights, warrants or options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, consideration (if other than cash, to be determined by the Board of Directors). For If an adjustment to the purposes of Conversion Rate is required under this clause (iiiii), the number delivery of any additional shares of Common Stock at that may be deliverable upon conversion as a result of an adjustment required under this clause (iii) shall be delayed to the time outstanding shall not include shares held extent necessary in treasury by order to complete the Company but shall include any shares issuable calculations provided in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, warrants or options in respect of shares of Common Stock held in treasury by the Companythis clause (iii).