Common use of Rights Issued in Respect of Common Stock Issued Upon Conversion Clause in Contracts

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c)10.08, and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting no such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsshall be delivered upon conversion. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion RateRate pursuant to Section 10.06.

Rights Issued in Respect of Common Stock Issued Upon Conversion. (a) Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 11 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any future rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from form time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c11.06(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate. (b) Rights or warrants distributed by the Company to all holders of Common Stock entitling them to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 11.06(b) or Section 11.06(c) as applicable, (and no adjustment to the Conversion Rate under Section 11.06(b) or Section 11.06(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment to the Conversion Rate shall be made under Section 11.06(b) or Section 11.06(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under Section 11.06(b) or Section 11.06(c) was made, (1) in the case of any such rights or warrants which shall all have been redeemed or purchased without exercise by any Holders thereof, the Conversion Rate shall be readjusted upon such final purchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

Rights Issued in Respect of Common Stock Issued Upon Conversion. The Company has entered into a Rights Agreement, dated as of December 31, 1995 (as amended, the "RIGHTS AGREEMENT") with Wells Fargo Bank Minnesota. Under the Rights Agreement, preference shaxx xxrchase rights (the "RIGHTS") have been, and may in the future be, issued in respect of shares of Common Stock. Each share of Common Stock issued upon conversion of Notes Securities pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by and subject to the terms of the Rights Agreement as in effect at the time of such conversion. If hereafter the Rights separate from the Common Stock in accordance with the provisions of the Rights Agreement so that a Securityholder would thereafter not be entitled to receive any rights plan (i.e., a poison pill) adopted by Rights in respect of the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon Common Stock issuable upon conversion of such Security, the Notes a Holder Conversion Rate will be adjusted as provided in Section 10.03(d) on the separation date. In lieu of any such adjustment, the Company may amend the Rights Agreement to provide that upon conversion Securityholders will receive, in addition to any the Common Stock received in connection with 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. If the Company hereafter adopts any stockholder rights plan similar to the Rights Agreement, a Securityholder shall be entitled to receive upon conversion of its Securities in addition to the shares of Common Stock issuable upon conversion the related rights for the Common Stock, whether or not the rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights future stockholder rights plan have separated from the Common Stock, in which case the Applicable Conversion Rate will be adjusted Stock at the time of separation as if the Company distributed to all holders of Common Stockconversion, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and but otherwise subject to readjustment in the event of the expiration, termination or redemption generally applicable terms of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an plan and no additional adjustment to the Conversion RateRate shall be made for the future stockholder rights plan under Section 10.03(d).

Rights Issued in Respect of Common Stock Issued Upon Conversion. The Company has entered into a Rights Agreement dated as of June 14, 1994 between the Company and Wells Fargo Bank Minnesota, N.A., (as amended from time to time, xxe "Rights Agreement"). Under the Rights Agreement, preference share purchase rights (the "Rights") have been, and may in the future be, issued in respect of shares of Common Stock. Each share of Common Stock issued upon conversion of Notes Securities pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by and subject to the terms of the Rights Agreement as in effect at the time of such conversion. If hereafter the Rights separate from the Common Stock in accordance with the provisions of the Rights Agreement so that a Securityholder would thereafter not be entitled to receive any rights plan (i.e., a poison pill) adopted by Rights in respect of the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon Common Stock issuable upon conversion of such Security, the Notes a Holder Conversion Rate will be adjusted as provided in Section 10.03(d) on the separation date. In lieu of any such adjustment, the Company may amend the Rights Agreement to provide that upon conversion Securityholders will receive, in addition to any the Common Stock received in connection with 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. If the Company hereafter adopts any stockholder rights plan similar to the Rights Agreement, a Securityholder shall be entitled to receive upon conversion of its Securities in addition to the shares of Common Stock issuable upon conversion the related rights for the Common Stock, whether or not the rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights future stockholder rights plan have separated from the Common Stock, in which case the Applicable Conversion Rate will be adjusted Stock at the time of separation as if the Company distributed to all holders of Common Stockconversion, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and but otherwise subject to readjustment in the event of the expiration, termination or redemption generally applicable terms of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an plan and no additional adjustment to the Conversion RateRate shall be made for the future stockholder rights plan under Section 10.03(d).

Rights Issued in Respect of Common Stock Issued Upon Conversion. The Company has entered into a Rights Agreement dated as of August 28, 2000 between the Company and First Chicago Trust Company of New York, (as amended from time to time, the "RIGHTS AGREEMENT"). Under the Rights Agreement, preference share purchase rights (the "RIGHTS") have been, and may in the future be, issued in respect of shares of Common Stock. Each share of Common Stock issued upon conversion of Notes Securities pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by and subject to the terms of the Rights Agreement as in effect at the time of such conversion. If hereafter the Rights separate from the Common Stock in accordance with the provisions of the Rights Agreement so that a Securityholder would thereafter not be entitled to receive any rights plan (i.e., a poison pill) adopted by Rights in respect of the Company, as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon Common Stock issuable upon conversion of such Security, the Notes a Holder Conversion Rate will be adjusted as provided in Section 10.04(d) on the separation date. In lieu of any such adjustment, the Company may amend the Rights Agreement to provide that upon conversion Securityholders will receive, in addition to any the Common Stock received in connection with 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. If the Company hereafter adopts any stockholder rights plan similar to the Rights Agreement, a Securityholder shall be entitled to receive upon conversion of its Securities in addition to the shares of Common Stock issuable upon conversion the related rights for the Common Stock, whether or not the rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights future stockholder rights plan have separated from the Common Stock, in which case the Applicable Conversion Rate will be adjusted Stock at the time of separation as if the Company distributed to all holders of Common Stockconversion, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and but otherwise subject to readjustment in the event of the expiration, termination or redemption generally applicable terms of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an plan and no additional adjustment to the Conversion RateRate shall be made for the future stockholder rights plan under Section 10.04(d).

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from form time to time, is in effect, effect (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to before any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c)10.08, and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, expiration or termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes Securities pursuant to this Article 10 shall be entitled to receive the appropriate number of rights common stock or preferred stock purchase rights, as the case may be (“the "Rights”"), if any, that all shares of Common Stock are entitled to receive and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights plan (i.e., a poison pill) agreement adopted by the Company, as the same may be amended from time to time, is in effect, time (in each case, a “Shareholders "Rights Plan”Agreement"). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with whether or not such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights rights have separated from the Common Stock, in which case the Applicable Conversion Rate will be adjusted Stock at the time of separation as if such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company distributed (including those that might be issued upon conversion of Securities) at any time prior to all holders the distribution of Common Stockseparate certificates representing the Rights be entitled to receive such Rights, shares of Company Capital Stockthen, assetsnotwithstanding anything else to the contrary in the Securities or this Article 10, debt securities there shall not be any adjustment to the conversion privilege or certain rights to purchase securities Conversion Rate or any other term or provision of the Company Securities as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event a result of the expirationissuance of Rights, termination the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights. Any distribution of Rights pursuant Notwithstanding anything to the Shareholders Rights Plan contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Securities any right that would allow a Holder is different than the rights to receive upon conversion, in addition to which all shares of Common Stock, Stock of the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder Company are entitled to an adjustment to the Conversion Ratereceive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes Securities pursuant to this Article 10 XIV shall be entitled to receive the appropriate number of preferred share purchase rights (“the "Rights”"), if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by and subject to the terms of the Rights Agreement dated as of July 28, 1988, between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the "Rights Agreement"), as in effect at the time of such conversion. In the event that the Company distributes any other rights ("Additional Rights") pro rata to holders of Common Stock which the Company determines to be comparable in purpose and in effect to the Rights, each share of Common Stock issued upon conversion of Securities pursuant to this Article XIV shall be entitled to receive the appropriate number of Additional Rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as provided by and subject to the terms of any rights plan agreement or similar agreement pursuant to which the Additional Rights were issued (i.e., a poison pill) adopted by the Company"Additional Rights Agreement"), as the same may be amended from time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted effect at the time of separation such conversion. Notwithstanding anything else to the contrary in this Article XIV, there shall not be any adjustment to the conversion privilege or conversion rate as if a result of (i) the Company distributed to all distribution of separate certificates representing the Rights or Additional Rights, (ii) the occurrence of certain events entitling holders of Rights or Additional Rights to receive, upon exercise thereof, Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities Stock of the Company as described in Section 10.07(c), and further adjusted in or capital stock of another corporation or (iii) the event exercise of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment or Additional Rights in the event of the expiration, termination or redemption of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, accordance with the Rights described therein (unless such Agreement or Additional Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.Agreement. * * * * *

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of the rights agreement, dated as of April 5, 2001, between the Company and State Street Bank and Trust Company, N.A., or any future rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from form time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c)10.08, and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“"Rights”"), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of the rights agreement, dated as of April 5, 2001, between the Company and State Street Bank and Trust Company, N.A., or any future rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from form time to time, is in effect, (in each case, a “"Shareholders Rights Plan”"). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c)10.08, and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of the Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of Common Stock or preferred stock purchase rights, as the case may be, including without limitation, the rights under any Rights Plan (defined below) (collectively, the “Rights”), if any, that shares of Common Stock are entitled to receive thereunder, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of the Agreement, dated as of November 10, 1998, between the Company and Computershare Investor Services, as successor to Equiserve Trust Company, N.A., as successor to First Chicago Trust Company of New York, as Rights Agent, or any future stockholder rights plan (i.e., a poison pill) agreement adopted by the Company, as the same each may be amended from time to time, is in effect, time (in each case, a “Shareholders Rights Plan”). Upon If such Rights Plan requires that each share of Common Stock issued upon conversion of the Notes at any time prior to the distribution of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in this Indenture, there shall not be any adjustment to the conversion privilege or Conversion Rate as a result of the issuance of Rights, but an adjustment to the Conversion Rate shall be made pursuant to Section 11.05(d) upon the separation of the Rights from the Common Stock (provided that no adjustment to the Conversion Rate shall be made pursuant to Section 11.05(d) upon such separation if at the time of separation the Company sets aside for issuance upon conversion of the Notes a Holder will receive, in addition number of Rights equal to any Common Stock received in connection and with such conversion, the same terms as the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights holders of Notes would have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as received if the Company distributed to all holders conversion (assuming conversion solely into shares of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c), and further adjusted in the event of certain events affecting ) had occurred immediately prior such Rights following any separation from the Common Stock and separation) subject to readjustment in the event of the expiration, termination or redemption of such Rights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 10 shall be entitled to receive the appropriate number of rights (“Rights”), if any, and the certificates representing Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any rights plan (i.e., a poison pill) adopted by the Company, as the same may be amended from form time to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights have separated from Common Stock, in which case the Applicable Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Company Capital Stock, assets, debt securities or certain rights to purchase securities of the Company as described in Section 10.07(c)10.08, and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event of the expiration, termination or redemption of such Rightsrights. Any distribution of Rights pursuant to the Shareholders Rights Plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder to an adjustment to the Conversion Rate.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Notes Applicable Securities pursuant to this Article 10 VIII shall be entitled to receive the appropriate number of rights common stock or preferred stock purchase rights, as the case may be (“the "Rights”"), if any, that all shares of Common Stock are entitled to receive and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any shareholder rights plan (i.e., a poison pill) agreement adopted by the Company, as the same may be amended from time to time, is in effect, time (in each case, a “Shareholders "Rights Plan”Agreement"). Upon conversion of the Notes a Holder will receive, in addition to any Common Stock received in connection with whether or not such conversion, the Rights under the Shareholders Rights Plan, unless prior to any conversion, the Rights rights have separated from the Common Stock, in which case the Applicable Conversion Rate will be adjusted Stock at the time of separation as if such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company distributed (including those that might be issued upon conversion of Applicable Securities) at any time prior to all holders the distribution of Common Stockseparate certificates representing the Rights be entitled to receive such Rights, shares of Company Capital Stockthen, assetsnotwithstanding anything else to the contrary in the Applicable Securities or this Article VIII, debt securities there shall not be any adjustment to the conversion privilege or certain rights to purchase securities Conversion Rate or any other term or provision of the Company Applicable Securities as described in Section 10.07(c), and further adjusted in the event of certain events affecting such Rights following any separation from the Common Stock and subject to readjustment in the event a result of the expirationissuance of Rights, termination the distribution of separate certificates representing the Rights, the exercise or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights. Any distribution of Rights pursuant Notwithstanding anything to the Shareholders Rights Plan contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that would allow a Holder is different than the rights to receive upon conversion, in addition to which all shares of Common Stock, Stock of the Rights described therein (unless such Rights have separated from Common Stock) shall not constitute a distribution of Rights that would entitle the Holder Company are entitled to an adjustment to the Conversion Ratereceive.