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 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. (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 63 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.

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 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. 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 Securities pursuant to this Article 10 Eleven shall be entitled to receive the appropriate number of rights Rights (“Rights”as defined below), 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 agreement governing such Rights (the “Rights Agreement”) as in effect at the time of such conversion. If the Rights are separated from the Common Stock in accordance with the provisions of the Rights Agreement such that the Holders of Securities would thereafter not be entitled to receive any rights plan (i.e.such Rights in respect to the Common Stock issuable upon conversion of such Securities, a poison pillthe Conversion Price will be adjusted as provided in Section 11.08(a) adopted on the separation date; provided that if such Rights expire, terminate or are redeemed by the Company, as the same Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such separation had not occurred. In lieu of any such adjustment, the Company may be amended from time amend the Rights Agreement to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon provide that upon conversion of the Notes a Holder Securities the Holders will receive, in addition to any the Common Stock received in connection with issuable upon such conversion, the Rights under the Shareholders Rights Plan, unless prior which would have attached to any conversion, such shares of Common Stock if the Rights have had not become separated from the Common Stock, in which case Stock pursuant to the Applicable Conversion Rate will be adjusted at provisions of the time of separation as if Rights Agreement. Rights or warrants distributed by the Company distributed to all holders of Common Stock, Stock entitling the holders thereof to subscribe for or purchase shares of Company Capital Stock, assets, debt securities the Company’s capital stock (either initially or under certain rights to purchase securities of the Company as described in Section 10.07(ccircumstances), and further adjusted in which rights or warrants, until the occurrence of a specified event of certain or 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.“Trigger Event”):

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. 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 Securities pursuant to this Article 10 12 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 the Rights are separated from the Common Stock in accordance with the provisions of the Rights Agreement such that the Holders of Securities would thereafter not be entitled to receive any rights plan (i.e.such Rights in respect to the Common Stock issuable upon conversion of such Securities, a poison pillthe Conversion Price will be adjusted as provided in Section 12.4(2) adopted on the Distribution Date; PROVIDED that if such Rights expire, terminate or are redeemed by the Company, as the same Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if the separation of the rights and the Common Stock had not occurred. In lieu of any such adjustment, the Company may be amended from time amend the Rights Agreement to time, is in effect, (in each case, a “Shareholders Rights Plan”). Upon provide that upon conversion of the Notes a Holder Securities the Holders will receive, in addition to any the Common Stock received in connection with issuable upon such conversion, the Rights under the Shareholders Rights Plan, unless prior which would have attached to any conversion, such shares of Common Stock if the Rights have had not become separated from the Common Stock, in which case Stock pursuant to the Applicable Conversion Rate will be adjusted at provisions of the time of separation as if Rights Agreement. Rights or warrants distributed by the Company distributed to all holders of Common Stock, Stock entitling the holders thereof to subscribe for or purchase shares of Company Capital Stock, assets, debt securities the Company's capital stock (either initially or under certain rights to purchase securities of the Company as described in Section 10.07(ccircumstances), and further adjusted in which rights or warrants, until the occurrence of a specified event of certain or 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."Trigger Event"):