Common use of PREFERRED STOCK PURCHASE RIGHTS Clause in Contracts

PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 by the Board of Directors pursuant to the Rights Agreement between the Company and the Person named therein as Rights Agent (the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of CNF Common Stock, each share of CNF Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement), the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of CNF Common Stock. (b) For the purposes of Section 7.3(a)(iii), upon the earlier to occur of (i) the eleventh day following a Section ll(a)(ii) Event and (ii) an event described in Section 13(a)(x), (y) or (z) of the Rights Agreement, then an issuance of rights to purchase shares of CNF Common Stock during a period not exceeding 45 days from the date of such dividend or other distribution shall be deemed to have occurred, unless the Rights were redeemed or expired prior to such eleventh day or such Section 13 (a) Event, as the case may be, unless the Company has taken action pursuant to Section 11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Preferred Stock ("Series C Stock") otherwise issuable upon exercise of a Right. For purposes of the reduction of the conversion price provided for in Section 7.3(a)(iii) upon such deemed issuance of rights, each share of Series C Stock shall be deemed to constitute 100 shares of CNF Common Stock (subject to adjustment as provided in the Rights Plan), and the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (c) For the purposes of Section 7.3(a)(iv), if the Company has taken action pursuant to Section l1(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Stock otherwise issuable upon exercise of a Right, upon the earlier to occur of (x) the eleventh day following a Stock Acquisition Date and (y) a Section 13(a) Event, then an issuance of Securities shall be deemed to have occurred, unless the Rights have been redeemed or have expired prior to such eleventh Business Day or such Section 13 (a) Event, as the case may be. For purposes of this reduction of the conversion price provided for in Section 7.3(a)(iv) upon such deemed issuance of Securities, the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (d) For purposes of Section 7.3(a)(iii) and Section 7.3(a)(iv), the redemption by the Company of Rights shall be deemed to be an expiration of such Rights. (e) If any Convertible Debenture has been converted on or after the Distribution Date and on or before the tenth day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be, then as soon as practicable following the date on which the adjustment required by subsection (a)(iii) and (a)(iv) of Section 7.3 is made, the Company shall issue to the holder of the Convertible Debenture so converted a number of additional shares of CNF Common Stock (and cash in lieu of any fraction share) that would have been issuable upon such conversion had such adjustment been made immediately prior to such conversion.]

PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 by the Board of Directors pursuant to the Rights Agreement between the Company and the Person named therein as Rights Agent (the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of CNF Common Stock, each share of CNF Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement), the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of CNF Common Stock. (b) For the purposes of Section 7.3(a)(iii), upon the earlier to occur of (i) the eleventh day following a Section ll(a)(ii11(a)(ii) Event and (ii) an event described in Section 13(a)(x), (y) or (z) of the Rights Agreement, then an issuance of rights to purchase shares of CNF Common Stock during a period not exceeding 45 days from the date of such dividend or other distribution shall be deemed to have occurred, unless the Rights were redeemed or expired prior to such eleventh day or such Section 13 (a) Event, as the case may be, unless the Company has taken action pursuant to Section 11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Preferred Stock ("Series C Stock") otherwise issuable upon exercise of a Right. For purposes of the reduction of the conversion price provided for in Section 7.3(a)(iii) upon such deemed issuance of rights, each share of Series C Stock shall be deemed to constitute 100 shares of CNF Common Stock (subject to adjustment as provided in the Rights Plan), and the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (c) For the purposes of Section 7.3(a)(iv), if the Company has taken action pursuant to Section l1(a)(iii11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Stock otherwise issuable upon exercise of a Right, upon the earlier to occur of (x) the eleventh day following a Stock Acquisition Date and (y) a Section 13(a) Event, then an issuance of Securities shall be deemed to have occurred, unless the Rights have been redeemed or have expired prior to such eleventh Business Day or such Section 13 (a) Event, as the case may be. For purposes of this reduction of the conversion price provided for in Section 7.3(a)(iv) upon such deemed issuance of Securities, the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (d) For purposes of Section 7.3(a)(iii) and Section 7.3(a)(iv), the redemption by the Company of Rights shall be deemed to be an expiration of such Rights. (e) If any Convertible Debenture has been converted on or after the Distribution Date and on or before the tenth day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be, then as soon as practicable following the date on which the adjustment required by subsection subsections (a)(iii) and (a)(iv) of Section 7.3 is made, the Company shall issue to the holder of the Convertible Debenture so converted a number of additional shares of CNF Common Stock (and cash in lieu of any fraction share) that would have been issuable upon such conversion had such adjustment been made immediately prior to such conversion.]

PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 and distributed by the Board of Directors in August 1988 pursuant to the Rights Agreement between the Company and the Person named therein American Stock Transfer and Trust Company, as Rights Agent (as amended, the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of CNF Common Stock, each share of CNF Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement)Date, the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of CNF Common Stock. (b) For the purposes of Section 7.3(a)(iii), upon the earlier to occur of (i) the eleventh day following a Section ll(a)(ii) Event Stock Acquisition Date and (ii) an event (a "Section 13(a) Event") described in Section 13(a)(xclause (x), (y) or (z) of Section 13(a) of the Rights Agreement, then an issuance of rights to purchase shares of CNF Common Stock during a period not exceeding 45 days from the date of such dividend or other distribution shall be deemed to have occurred, unless the Rights were redeemed a Redemption Date or expired an Expiration Date has occurred prior to such eleventh day (as defined in the Rights Agreement) or such Section 13 (a) Event, as the case may be, unless the Company has taken action pursuant to Section 11(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Preferred Stock ("Series C Stock") otherwise issuable upon exercise of a Right. For purposes of the reduction of the conversion price provided for in Section 7.3(a)(iii) upon such deemed issuance of rights, each share of Series C a Preferred Stock shall be deemed to constitute 100 10,000 shares of CNF Common Stock (subject to adjustment as provided in the Rights PlanAgreement), and the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event Stock Acquisition Date or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. In lieu of any adjustment pursuant to this subsection (a), the Company may amend the Rights Agreement to provide that upon conversion of the Convertible Debentures the holders thereof will receive, in addition to the shares of Common Stock issuable upon such conversion, the Rights which would have attached to such shares of Common Stock if the Rights had not become separated from the Common Stock pursuant to the provisions of the Rights Agreement. (c) For the purposes of Section 7.3(a)(iv), if the Company has taken action pursuant to Section l1(a)(iii) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C Stock otherwise issuable upon exercise of a Right, upon the earlier to occur of (x) the eleventh day following a Stock Acquisition Date and (y) a Section 13(a) Event, then an issuance of Securities shall be deemed to have occurred, unless the Rights have been redeemed or have expired prior to such eleventh Business Day or such Section 13 (a) Event, as the case may be. For purposes of this reduction of the conversion price provided for in Section 7.3(a)(iv) upon such deemed issuance of Securities, the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day following such Section 11(a)(ii) Event or the date of such Section 13(a) Event, as the case may be; provided, however, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (d) For purposes of Section 7.3(a)(iii) and Section 7.3(a)(iv), the redemption by the Company of Rights shall be deemed to be an expiration of such Rights. (ed) If any Convertible Debenture has been converted on or after the Distribution Date and on or before the tenth day following such Section 11(a)(ii) Event Stock Acquisition Date or the date of such Section 13(a) Event, as the case may be, then as soon as practicable following the date on which the adjustment required by subsection subsections (a)(iii) and (a)(iv) of Section 7.3 is made, the Company shall issue to the holder of the Convertible Debenture so converted a number of additional shares of CNF Common Stock (and cash in lieu of any fraction fractional share) that would have been issuable upon such conversion had such adjustment been made immediately prior to such conversion.]

PREFERRED STOCK PURCHASE RIGHTS. (a) So long as Rights of a kind similar to those anticipated to be declared in the first quarter of 1997 and distributed by the Board of Directors in January 1990 pursuant to the Rights Agreement between the Company and the Person named therein as Rights Agent (the "Rights Agreement"), as the same may hereafter be amended or reissued ("Rights"), are attached to the outstanding shares of CNF Common Stock, each share of CNF Common Stock issued upon conversion of the Convertible Debentures prior to the earliest of any Distribution Date (as defined in the Rights Agreement)Date, the date of redemption of the Rights or the date of expiration of the Rights shall be issued with Rights in a number equal to the number of Rights then attached to each such outstanding share of CNF Common Stock. (b) For the purposes of Section 7.3(a)(iii7.3(b), upon the earlier to occur of (i) the eleventh day Business Day (as such term is defined in the Rights Agreement) following a Section ll(a)(ii) Event 15% Ownership Date and (ii) an event described in a Section 13(a)(x), (y13(a) or (z) of the Rights AgreementEvent, then an issuance of rights to purchase shares of CNF Common Stock during a period not exceeding 45 days from the date of such dividend or other distribution shall be deemed to have occurred, unless the a Rights were redeemed Redemption Date or expired a Rights Expiration Date has occurred prior to such eleventh day Business Day (as defined in the Rights Agreement) or such Section 13 (a13(a) Event, as the case may be, or unless the Company has taken action pursuant to Section 11(a)(iii7(e) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C A Junior Participating Cumulative Preferred Stock ("Series C A Stock") otherwise issuable upon exercise of a Right. For purposes of the reduction of the conversion price provided for in Section 7.3(a)(iii7.3(b) upon such deemed issuance of rights, each share of Series C A Stock shall be deemed to constitute 100 shares of CNF Common Stock (subject to adjustment as provided in the Rights Plan), and the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day Business Day following such Section 11(a)(ii) Event 15% Ownership Date or the date of such Section 13(a) Event, as the case may be; providedPROVIDED, howeverHOWEVER, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (c) For the purposes of Section 7.3(a)(iv7.3(c), if the Company has taken action pursuant to Section l1(a)(iii7(e) or Section 13 of the Rights Agreement to substitute other consideration for all or any portion of the Series C A Stock otherwise issuable upon exercise of a Right, upon the earlier to occur of (x) the eleventh day Business Day (as defined in the Rights Agreement) following a Stock Acquisition 15% Ownership Date and (y) a Section 13(a) Event, then an issuance of Securities shall be deemed to have occurred, unless the a Rights have been redeemed Redemption Date or have expired a Rights Expiration Date has occurred prior to such eleventh Business Day or such Section 13 (a13(a) Event, as the case may be. For purposes of this the reduction of the conversion price provided for in Section 7.3(a)(iv7.3(c) upon such deemed issuance of Securities, the date fixed for determination of stockholders entitled to receive such rights shall be the close of business on the tenth such day Business Day following such Section 11(a)(ii) Event 15% Ownership Date or the date of such Section 13(a) Event, as the case may be; providedPROVIDED, howeverHOWEVER, that the current market price per share of the CNF Common Stock shall be determined based on the 10 consecutive Trading Days prior to and including the Distribution Date. (d) For purposes of Section 7.3(a)(iii7.3(b) and Section 7.3(a)(iv7.3(c), the redemption by the Company of Rights shall be deemed to be an expiration of such Rightsrights. (e) In lieu of any adjustment to the Conversion Price as required by subsections (b), (c) and (f) of this Section 7.9, the Company may amend the Rights Agreement to provide that upon conversion of Convertible Debentures the Holder will receive, in addition to the common stock issuable upon conversion, the Rights that were attached to such shares of Common Stock prior to the Distribution Date. (f) If any Convertible Debenture has been converted on or after the Distribution Date and on or before the tenth day Business Day (as defined in the Rights Agreement) following such Section 11(a)(ii) Event 15% Ownership Date or the date of such Section 13(a) Event, as the case may be, then as soon as practicable following the date on which the adjustment required by subsection subsections (a)(iiib) and (a)(ivc) of this Section 7.3 7.9 is made, the Company shall issue to the holder of the Convertible Debenture so converted a number of additional shares of CNF Common Stock (and cash in lieu of any fraction fractional share) that would have been issuable upon such conversion had such adjustment been made immediately prior to such conversion.]