Common use of Preferred Stock Rights or Warrants Clause in Contracts

Preferred Stock Rights or Warrants. In case the Company shall fix a record date for the issuance of rights or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or Securities convertible into the Preferred Stock or similar preferred stock) at a price per share of Preferred Stock (or having a conversion price per share of Preferred Stock, if a security convertible into Preferred Stock) less than the current market price per share of Preferred Stock (as defined in Section 11(d) hereof) on such record date, then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or similar preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of additional shares of Preferred Stock (whether whole or fractional) and/or similar preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in part or all in a form other than cash, then the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights. Shares of Preferred Stock (whether whole or fractional) owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchased Price shall be adjusted to be the Purchase Price that would then be in effect if such record date has not been fixed.

Preferred Stock Rights or Warrants. In case the Company shall fix a record date for the issuance of rights or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or Securities convertible into the Preferred Stock or similar preferred stock) at a price per share of Preferred Stock (or having a conversion price per share of Preferred Stock, if a security convertible into Preferred Stock) less than the current market price per share of Preferred Stock (as defined in Section SECTION 11(d) hereof) on such record date, then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or similar preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of additional shares of Preferred Stock (whether whole or fractional) and/or similar preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in part or all in a form other than cash, then the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights. Shares of Preferred Stock (whether whole or fractional) owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchased Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date has not been fixed.

Preferred Stock Rights or Warrants. In case the Company shall fix a record date for the issuance of rights or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or Securities convertible into the Preferred Stock or similar preferred stock) at a price per share of Preferred Stock (or having a conversion price per share of Preferred Stock, if a security convertible into Preferred Stock) less than the current market price per share of Preferred Stock (as defined in Section 11(d) hereof) ------------- on such record date, then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or similar preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of additional shares of Preferred Stock (whether whole or fractional) and/or similar preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible). In case such subscription price may be paid in part or all in a form other than cash, then the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights. Shares of Preferred Stock (whether whole or fractional) owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchased Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date has not been fixed.

Preferred Stock Rights or Warrants. In case the Company shall fix a record date for the issuance of rights or warrants to all holders of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or Securities convertible into the Preferred Stock or similar preferred stock) at a price per share of Preferred Stock (or having a conversion price per share of Preferred Stock, if a security convertible into Preferred Stock) less than the current market price per share of Preferred Stock (as defined in Section 11(d) hereof) on such record date, then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction the numerator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or similar preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred Stock (whether whole or fractional) outstanding on such record date plus the number of additional shares of Preferred Stock (whether whole or fractional) and/or similar preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in part or all in a form other than cash, then the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the Holders of the Rights. Shares of Preferred Stock (whether whole or fractional) owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights or warrants are not so issued, the Purchased Price shall be adjusted to be the Purchase Price that would then be in effect if such record date has not been fixed.