Common use of Modification Of Remedies For Certain Indirect Transfers Clause in Contracts

Modification Of Remedies For Certain Indirect Transfers. In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause a 4.99-percent Stockholder to violate a restriction on Transfers provided for in this Article XIV, the application of Parts V and VI of this Article XIV shall be modified as described in this Part VII of this Article XIV. In such case, no such 4.99-percent Stockholder shall be required to dispose of any interest that is not a Security, but such 4.99-percent Stockholder and/or any Person whose ownership of Securities is attributed to such 4.99-percent Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.99-percent Stockholder, following such disposition, not to be in violation of this Article XIV. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Parts V and VI of this Article XIV, except that the maximum aggregate amount payable either to such 4.99-percent Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Stock shall be paid out of any amounts due such 4.99-percent Stockholder or such other Person. The purpose of this Part VII of Article XIV is to extend the restrictions in Part II and V of this Article XIV to situations in which there is a 4.99-percent Transaction without a direct Transfer of Securities, and this Part VII of Article XIV, along with the other provisions of this Article XIV, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Modification Of Remedies For Certain Indirect Transfers. In the event of any Transfer which that does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause the transferee or any other Person to become a 4.99-percent Five Percent Stockholder, or would cause the Beneficial Ownership of a Five Percent Stockholder to violate a restriction on Transfers provided for in this Article XIVincrease, the application of Parts V Section 5 and VI Section 6 of this Article XIV FIFTEENTH shall be modified as described in this Part VII of this Article XIVSection 7. In such case, no such 4.99-percent Five Percent Stockholder shall be required to dispose of any interest that is not a Security, but such 4.99-percent Five Percent Stockholder and/or any Person whose ownership of Securities is attributed to such 4.99-percent Five Percent Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.99-percent Five Percent Stockholder, following such disposition, not to be in violation of this Article XIVFIFTEENTH. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Parts V Sections 5 and VI 6 of this Article XIVFIFTEENTH, except that the maximum aggregate amount payable either to such 4.99-percent Five Percent Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value Market Price of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Stock Securities shall be paid out of any amounts due such 4.99-percent Five Percent Stockholder or such other Person. The purpose of this Part VII of Article XIV Section 7 is to extend the restrictions in Part II Sections 2 and V 4 of this Article XIV FIFTEENTH to situations in which there is a 4.99-percent Five Percent Transaction without a direct Transfer of Securities, and this Part VII of Article XIVSection 7, along with the other provisions of this Article XIVFIFTEENTH, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Modification Of Remedies For Certain Indirect Transfers. In the ------------------------------------------------------- event of any Transfer of Stock which does not involve a transfer of securities "securities" of the Corporation corporation within the meaning of the Delaware law General Corporation Law, as amended (“"Securities,” and individually"), a “Security”) but which would cause a 4.99-percent Stockholder Person or Public Group (the "Prohibited Party") to violate a restriction on Transfers provided for in part (a) or (b) of subparagraph (A)(2) of this Article XIVXI, the application of Parts V subparagraphs (B)(1) and VI of this Article XIV (B)(2) shall be modified as described in this Part VII of this Article XIVsubparagraph (B)(6). In such case, no such 4.99-percent Stockholder the Prohibited Party and/or any Person or Public Group whose ownership of the corporation's Securities is attributed to the Prohibited Party pursuant to Section 382 of the Code and the Treasury Regulations thereunder (collectively, the "Prohibited Party Group") shall not be required to dispose of any interest that which is not a Security, but such 4.99-percent Stockholder and/or any Person whose ownership of Securities is attributed to such 4.99-percent Stockholder shall be deemed to have disposed of of, and shall be required to dispose of of, sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) acquired by members of the Prohibited Party Group), to cause such 4.99-percent Stockholderthe Prohibited Party, following such disposition, not to be in violation of part (a) or (b) of subparagraph (A)(2) of this Article XIVXI. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that which are deemed to be disposed of shall be considered Excess Securities Prohibited Shares and shall be disposed of through the Agent as provided in Parts V subparagraphs (B)(1) and VI (B)(2) of this Article XIVXI, except that the maximum aggregate amount payable either to such 4.99-percent Stockholder, or to such other Person that was the direct holder of such Excess Securities, Prohibited Party Group in connection with such sale shall be the fair market value of such Excess Securities the Prohibited Shares at the time of the purported Prohibited Transfer. All expenses incurred by the Agent in disposing of such Excess Stock shall be paid out of any amounts due such 4.99-percent Stockholder or such other Person. The purpose of this Part VII of Article XIV is to extend the restrictions in Part II and V of this Article XIV to situations in which there is a 4.99-percent Transaction without a direct Transfer of Securities, and this Part VII of Article XIV, along with the other provisions of this Article XIV, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.