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 Applicable Securities pursuant to this Article VIII shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIII, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII 11 shall be entitled to receive the appropriate number of 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 in accordance with any rights agreement that may be in effect at the time of such issuance (a “Rights Agreement”) 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "such Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company Alltel (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIII11, there shall not be any adjustment to the conversion privilege or Conversion Rate (or Conversion Price) or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company Alltel are entitled to receive.. Annex B

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII 11 shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that If such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) Securities 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 the Applicable Securities or foregoing sections of this Article VIII11, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything in this Section 11.19 to the contrary hereincontrary, nothing in this provision if a Holder of Securities exercising his right of conversion after the distribution of Rights pursuant to a Rights Agreement is intended not entitled to confer on receive the Common Stock issuable upon conversion Rights that would otherwise be attributable (but for the date of Applicable Securities any right that is different than conversion) to the rights to which all shares of Common Stock to be issued upon conversion, the Conversion Rate will be adjusted for the distribution of such Rights pursuant to Section 11.08(a). If such an adjustment is made and such Rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the Company are entitled to receiveConversion Rate on an equitable basis.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII 12 shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that If such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) Securities 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 the Applicable Securities or foregoing sections of this Article VIII12, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything in this Section 12.19 to the contrary hereincontrary, nothing in this provision if a Holder of Securities exercising his right of conversion after the distribution of Rights pursuant to a Rights Agreement is intended not entitled to confer on receive the Common Stock issuable upon conversion Rights that would otherwise be attributable (but for the date of Applicable Securities any right that is different than conversion) to the rights to which all shares of Common Stock to be issued upon conversion, the Conversion Rate will be adjusted for the distribution of such Rights pursuant to Section 12.8(a). If such an adjustment is made and such Rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the Company are entitled to receiveConversion Rate on an equitable basis.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII the Notes shall be entitled to receive the appropriate number of common stock Common Stock or preferred stock purchase rights, as the case may be be, including without limitation, the rights under any Rights Plan (defined below) (collectively, the "“Rights"”), if any, that all 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 shareholder future stockholder rights agreement adopted by the Company, as the same each may be amended from time to time (in each case, a "“Rights Agreement"Plan”), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that If such Rights Agreement Plan requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIIIIndenture, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, but an adjustment to the distribution Conversion Rate shall be made pursuant to Section 11.05(d) upon the separation of separate certificates representing the RightsRights 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 number of Rights equal to and with the same terms as the Rights the holders of Notes would have received if the conversion (assuming conversion solely into shares of Common Stock) had occurred immediately prior such separation) subject to readjustment in the event of the expiration, the exercise termination or redemption of such Rights in accordance with any such Rights Agreement, or the termination or invalidation of such Rights. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities Notes pursuant to this Article VIII XVI shall be entitled to receive the appropriate number of common stock Common Stock or preferred stock 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 stockholder rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that If such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or foregoing sections of this Article VIIIXVI, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities Notes as a result of the issuance of Rights, 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. Notwithstanding anything the foregoing, if a Holder of Notes exercising its right of conversion after the distribution of Rights pursuant to a "Rights Agreement" is not entitled to receive the Rights that would otherwise be attributable (but for the date of conversion) to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock to be received upon such conversion, if any, the Conversion Rate will be adjusted as though the Rights were being distributed to holders of Common Stock on the Company Conversion Date. If such an adjustment is made and such Rights are entitled later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to receivethe Conversion Rate on a equitable basis.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities Notes pursuant to this Article VIII III shall be entitled to receive the appropriate such number of common stock shares of Participating Cumulative Preferred Stock, Series A of the Company that is specified in the Company's Amended and Restated Shareholder Rights Plan dated as of December 2, 1999 in relation to each share of Common Stock. Each share of Common Stock issued upon conversion of the Notes pursuant to this Article III shall be further entitled to such number of shares of Common Stock or preferred stock purchase rights, as the case may be (together with the right to receive shares of Participating Cumulative Preferred Stock, 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 existing or future shareholder rights agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that ---------------- each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIIIIII, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII XIV shall be entitled to receive the appropriate number of common stock or preferred stock share purchase rights, as the case may be rights (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 and subject to the terms of any shareholder rights agreement adopted by the CompanyRights Agreement dated as of July 28, 1988, between the Company and Xxxxxx Trust and Savings Bank, as Rights Agent (the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock as in effect at the time of such conversion. Provided In the event that such Rights Agreement requires 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 by the Company (including those that might be issued upon conversion of Applicable Securities) at any time prior Securities pursuant to the distribution of separate certificates representing the Rights this Article XIV shall be entitled to receive such the appropriate number of Additional Rights, thenif any, notwithstanding 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 agreement or similar agreement pursuant to which the Additional Rights were issued ("Additional Rights Agreement"), as in effect at the time of such conversion. Notwithstanding anything else to the contrary in the Applicable Securities or this Article VIIIXIV, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities conversion rate as a result of the issuance of Rights, (i) the 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 or redemption of such Rights in accordance with any such Rights Agreementthereof, or the termination or invalidation of such Rights. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.or capital stock of another corporation or (iii) the exercise of such Rights or Additional Rights in accordance with the Rights Agreement or Additional Rights Agreement. * * * * *

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities 2015 Notes pursuant to this Article VIII shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "“Rights Agreement"”), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided ; provided, that if such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities2015 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 the Applicable Securities 2015 Notes or this Article VIII, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities 2015 Notes as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities 2015 Notes any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

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 Applicable Securities pursuant to this Article VIII 10 shall be entitled to receive the appropriate number of 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 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 shareholder Rights in respect of the Common Stock issuable upon conversion of such Security, the 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 the 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. If the Company hereafter adopts any stockholder rights agreement adopted by plan similar to the Company, as the same may be amended from time to time (in each caseRights Agreement, a "Rights Agreement")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 such the rights under the future stockholder rights plan have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) at any time prior , but otherwise subject to the distribution generally applicable terms of separate certificates representing the Rights be entitled to receive such Rights, then, notwithstanding anything else to the contrary in the Applicable Securities or this Article VIII, there shall not be any plan and no additional adjustment to the conversion privilege or Conversion Rate or any other term or provision of shall be made for the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the future stockholder rights to which all shares of Common Stock of the Company are entitled to receiveplan under Section 10.03(d).

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII 10 shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIII10, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII shall be entitled to receive the appropriate number of 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "“Rights Agreement"”), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided ; provided, that if such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIII, there shall not be any adjustment to the conversion privilege or Conversion Rate or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Applicable Securities pursuant to this Article VIII 11 shall be entitled to receive the appropriate number of 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 in accordance with any rights agreement that may be in effect at the time of such issuance (a "Rights Agreement ") 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 agreement adopted by the Company, as the same may be amended from time to time (in each case, a "such Rights Agreement"), whether or not such rights have separated from the Common Stock at the time of such conversion. Provided that such Rights Agreement requires that each share of Common Stock issued by the Company (including those that might be issued upon conversion of Applicable Securities) 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 the Applicable Securities or this Article VIII11, there shall not be any adjustment to the conversion privilege or Conversion Rate (or Conversion Price) or any other term or provision of the Applicable Securities as a result of the issuance of Rights, 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. Notwithstanding anything to the contrary herein, nothing in this provision is intended to confer on the Common Stock issuable upon conversion of Applicable Securities any right that is different than the rights to which all shares of Common Stock of the Company are entitled to receive.